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                                                            Exhibit (A)(8)(a)(v)


                         AMENDMENT TO SERVICE AGREEMENT
                                     BETWEEN
                    THE MANUFACTURERS LIFE INSURANCE COMPANY
                                       AND
               THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA

THIS AMENDMENT is made as of December 31, 1996;

WHEREAS, THE MANUFACTURERS LIFE INSURANCE COMPANY ("Manulife") and THE
MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA ("ManAmerica") entered into a
Service Agreement dated June 1, 1988 (the "Agreement") under which Manulife
provided certain services to ManAmerica both in the United States and at
Manulife's head office in Toronto, Ontario;

NOW THEREFORE, the parties hereto agree as follows:

1.       Except as otherwise expressly provided herein, capitalized terms used
         herein which are defined in the Amendment shall have the meanings
         specified for such terms in the Agreement (as amended by the
         Amendment).

2.       The Agreement is hereby amended by adding The Manufacturers Life
         Insurance Company (U.S.A.) ("Manulife (USA)") as a party to the
         Agreement.

3.       All Services previously performed in the United States by Manulife
         shall now be performed by Manulife (USA).

4.       This Amendment is not intended to increase the services provided to
         ManAmerica under the Agreement.

5.       Manulife and Manulife (USA) shall provide a single accounting for all
         services provided under the Agreement which shall separately identify
         the services and costs associated with such services provided by each
         company.

6.       The services provided under this Amendment shall be provided at cost.

7.       Except as amended herein, the Agreement shall continue in full force
         and effect.

8.       This Amendment may be executed in any number of counterparts, each of
         which shall be deemed an original, but all of which together shall
         constitute one and the same instrument, and all signatures need not
         appear on any one counterpart.
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IN WITNESS WHEREOF, each party hereto has executed this Amendment by its duly
authorized officer as of the date first written above.



                                    THE MANUFACTURERS LIFE INSURANCE
                                    COMPANY OF AMERICA

                                    By:_________________________________________
                                            Name:
                                            Title:


                                    THE MANUFACTURERS LIFE INSURANCE
                                    COMPANY

                                    By:_________________________________________
                                            Name:
                                            Title:


                                    Accepted on the date first above written by:

                                    THE MANUFACTURERS LIFE INSURANCE
                                    COMPANY (U.S.A.)

                                    By:_________________________________________
                                            Name:
                                            Title: