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SUPPLEMENTAL AGREEMENT TO DISTRIBUTION AGREEMENT
This Supplemental Agreement is made this 1st day of October, 1992 to
the Distribution Agreement between The Manufacturers Life Insurance Company of
America ("Manulife America") on its own behalf of Separate Account Two (the
"Account") of Manulife America and ManEquity, Inc. ("ManEquity") dated August
31, 1987 (the "Agreement").
WHEREAS, Manulife America will file a registration statement on Form
S-1 under the Securities Act of 1933 to permit it to offer flexible payment
variable annuity contracts with certain fixed account options and guarantees
("Combination Policies"); and
WHEREAS, assets attributable to the fixed accounts will be maintained
in a non-unitized, non-registered Separate Account established under the laws of
Michigan; and
WHEREAS, other non-unitized separate accounts may be established in the
future to account for fixed assets supporting the Policies;
WHEREAS, Manulife America desires to make subject to the Agreement the
underwriting and distribution of the Combination Policies issued by it; and
WHEREAS, Manulife America has filed an application to redomesticate
under the laws of the State of Michigan;
NOW THEREFORE Manulife America and ManEquity agree as follows:
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1. That the terms and provision of the Agreement shall be applicable to both the
Combination Policies and the Policies that each time the term "Policies" appears
in the Agreement it shall be deemed to be replaced by the words "Policies and
Combination Policies".
2. There shall be added to Section 8 of the Agreement, after the conclusion of
clause (b) thereof, the following paragraph:
"Manulife America shall have access to the books and records maintained
by ManEquity pursuant to this Agreement and shall have the right to inspect,
audit, and copy same."
3. Section 16 of the Agreement shall be deemed to be amended effective upon the
approval of the redomestication of Manulife America from Pennsylvania to
Michigan to read as follows:
"Section 16. Governing Law.
This Agreement shall be construed in accordance with, and governed by,
the laws of the State of Michigan".
4. All other terms and conditions of the Agreement shall remain unchanged and in
full force and effect.
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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.
THE MANUFACTURERS LIFE INSURANCE
Attest: COMPANY OF AMERICA
By:______________________________
_______________________ Its:_____________________________
Attest: MANEQUITY, INC.
By:______________________________
_______________________ Its:_____________________________
