Amendment No.1
to
Administrative Services Agreement
WHEREAS, The Manufacturers Life Insurance Company (U.S.A.) (now
▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company (U.S.A.) ("▇▇▇▇ ▇▇▇▇▇▇▇ USA")) and The
Manufacturers Life Insurance Company of New York (now ▇▇▇▇ ▇▇▇▇▇▇▇ Life
Insurance Company of New York ("JHNY")) are parties to an Administrative
Services Agreement, effective the 1st day of January, 2001 (the "Agreement");
and
WHEREAS, the parties wish to amend the Agreement to reflect the
changes in their respective corporate names and to reflect consolidation of
certain services under the Agreement as a result of the merger of The
Manufacturers Life Insurance Company of North America with and into The
Manufacturers Life Insurance Company (U.S.A.), which occurred effective
January 1, 2002.
NOW, THEREFORE, ▇▇▇▇ ▇▇▇▇▇▇▇ USA and JHNY agree as follows:
1. All references in the Agreement to "The Manufacturers Life
Insurance Company (U.S.A.)" are replaced by "▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
(U.S.A.)", and all references to "The Manufacturers Life Insurance Company of
New York" are replaced by "▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company of New York".
2. Exhibits A of the Agreement is replaced by the attached Exhibit
A.
3. All other provisions of the Agreement shall remain unchanged
4. This amendment shall take effect on ________________ 2005
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▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company
(U.S.A.)
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▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company of
New York
EXHIBIT A
I. Service Performed Directly by Provider:
A. ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company (U.S.A.) ("▇▇▇▇ ▇▇▇▇▇▇▇ USA")
▇▇▇▇ ▇▇▇▇▇▇▇ USA has provided and will continue to provide the following
services in connection with products issued by ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance
Company of New York.
Services provided on a company-wide basis:
1. Legal Services pursuant to Section 5(f) - Legal support for all
business units.
2 Agent Licensing services pursuant to Section 5 (g).
Services provided to the Individual Insurance Business Unit:
3. Marketing pursuant to Section 5(d).
Services provided to the Group Pension Business Unit:
4. Limited marketing pursuant to Section 5(d).
Services provided to the Individual Annuities Business Unit:
5. Underwriting and policy issuance services pursuant to Section
5(a).
6. Policyowner services pursuant to Section 5(b).
7. Claims services pursuant to Section 5(c).
8. Telecommunications and Systems services pursuant to Section
5(f)(ii).
9. Actuarial services pursuant to Section 5(f)(i).
10. Marketing pursuant to Section 5(d).
Services provided on an as requested or as needed basis:
11. Accounting services pursuant to Section 5(e).
12. Negotiation of banking, accounting, and treasury pursuant to
Section 5(f) - ▇▇▇▇ ▇▇▇▇▇▇▇ USA may assist in the negotiation of
major financial arrangements including the lease of the Company
premises in Valhalla, NY.
13 Executive support pursuant to Section 5(f) - ▇▇▇▇ ▇▇▇▇▇▇▇ USA
officers provide executive support to the Company.
14 Purchasing pursuant to Section 5(f)(iv) - Where it is
advantageous for the Company, it participates in bulk purchases.
15 Personnel and employee relations service pursuant to Section
5(f)(iv).
II. Delegated Services
As of the Effective Date of this agreement, the following affiliates are
providing services pursuant to a delegation in accordance with Section 1 hereof:
A. The Manufacturers Life Insurance Company ("Manulife")
Manulife performs the following services relating to the Company's products
Services provided on a company-wide basis: None
Services provided to a business unit or on a partial basis:
1. Underwriting and policy issuance pursuant to Section 5(a),
except for individual annuity products.
2. Policyowner services pursuant to Section 5(b), except for
individual annuity products.
3. Claim services pursuant to Section 5(c) except for individual
annuity products.
4. Marketing services pursuant to Section 5(d) in connection with
Group Pension products.
5. Accounting services pursuant to 5(e), including statutory basis
financial reporting and compliance monitoring as well as GAAP
financial reporting.
6. Functional support services under 5(f).
