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EXHIBIT 3 (c)
FORM OF 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 ____________ (the "Distributor"), a Georgia
corporation, and Canada Life Insurance Company of America (the "Company"), a
Michigan 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 925 of
the Michigan Insurance Code, MCLA 500.925, 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 follow:
1. Paragraph 2, page 1: This paragraph shall be amended to read
as follows:
WHEREAS, the Company and Canada Life of America Variable
Annuity Account 1 (the "Account") and Canada Life of America
Annuity Account 2 ("Account 2"), each a separate investment
account established pursuant to Section 925 of the Michigan
Insurance Code, MCLA 500.925, and each a registered investment
company under
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the 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 the laws of some states;
2. Paragraph 1, page 2; 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 AMERICA
By: ___________________________
[Name]
[Title]
By: ___________________________
[Name]
[Title]
