AMENDMENT TO PARTICIPATION AGREEMENT
THIS AMENDMENT ("Amendment") is entered into as of the 28th day of
November, 2001, by and between American Partners Life Insurance Company
(hereinafter the "Insurance Company"), INVESCO Funds Group, Inc. ("INVESCO"),
and INVESCO Variable Investment Funds, Inc. (the "Company").
WHEREAS, the parties previously executed a Participation Agreement dated
October 31, 1995 ("Agreement");
NOW THEREFORE, in consideration of the terms, covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree to amend the
Agreement as follows:
1. Confidentiality. Section 12.1 of the Agreement shall be deleted in its
entirety and replaced with the following:
12.1 Notwithstanding anything to the contrary contained in this
Agreement, in addition to and not in lieu of other provisions
in this Agreement:
(a) "Confidential Information" includes but is not limited to
all proprietary and confidential information of the
Insurance Company and its subsidiaries, affiliates and
licensees (collectively the "Protected Parties" for purposes
of this Section 12.1), including without limitation all
information regarding the customers of the Protected
Parties; or the accounts, account numbers, names, addresses,
social security numbers or any other personal identifier of
such customers; or any information derived therefrom.
(b) INVESCO and the Company may not use or disclose Confidential
Information for any purpose other than to carry out the
purpose for which Confidential Information was provided to
INVESCO and/or the Company as set forth in the Agreement;
and INVESCO and the Company agree to cause all their
employees, agents and representatives, or any other party to
whom INVESCO and/or the Company may provide access to or
disclose Confidential Information to limit the use and
disclosure of Confidential Information to that purpose.
(c) INVESCO and the Company acknowledge that all computer
programs and procedures or other information developed or
used by the Protected Parties or any of their employees or
agents in connection with the Insurance Company's
performance of its duties under this Agreement are the
valuable property of the Protected Parties.
(d) INVESCO and the Company agree to implement appropriate
measures designed to ensure the security and confidentiality
of Confidential Information, to protect such information
against any anticipated threats or hazards to the security
or integrity of such information, and to protect against
unauthorized access to, or use of, Confidential Information
that could result in substantial harm or inconvenience to
any customer of the Protected Parties; INVESCO and the
Company further agree to cause all their agents,
representatives or subcontractors of, or any other party to
whom INVESCO and/or the Company may provide access to or
disclose Confidential Information to implement appropriate
measures designed to meet the objectives set forth in this
Section 12.1.
(e) INVESCO and the Company acknowledge that any breach of the
agreements in this Section 12.1 would result in immediate
and irreparable harm to the Protected Parties for which
there would be no adequate remedy at law and agree that in
the event of such a breach, the Protected Parties will be
entitled to equitable relief by way of temporary and
permanent injunctions, as well as such other relief as any
court of competent jurisdiction deems appropriate.
2. Notices. Article XI shall be deleted in its entirety and replaced with the
following:
All notices shall be sufficiently given when sent by registered or
certified mail to the other parties at the address of that other parties
set forth below or at such other address as the other parties may from time
to time specify in writing.
If to the Company:
INVESCO Variable Investment Funds, Inc.
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attn: Legal Department
If to INVESCO:
INVESCO Funds Group, Inc.
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attn: Legal Department
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If to the Insurance Company:
American Partners Life Insurance Company
c/o American Express Financial Advisors Inc.
1765 AXP Financial Center
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attn: President
with a simultaneous copy to:
American Partners Life Insurance Company
c/o American Express Financial Advisors Inc.
50607 AXP Financial Center
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attn: General Counsel's Office
3. To the extent possible, this Amendment and the Agreement shall be read
together. In the event of a conflict between the provisions of this
Amendment and those of the Agreement, the provisions of this Amendment
shall control. Except as expressly amended hereby the Agreement remains in
full force and effect.
IN WITNESSETH WHEREOF, each of the parties hereto has caused this Amendment
to be executed in its name and on its behalf by its duly authorized
representative as of the date specified above.
INVESCO Funds Group, Inc. INVESCO Variable Investment
Funds, Inc.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
Senior Vice President & Treasurer Treasurer
AMERICAN PARTNERS LIFE INSURANCE COMPANY Attest:
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxx Xxxxx Xxxxxxx
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Printed Printed
Name: Xxxxx X. Xxxxxx Name: Xxxx Xxxxx Xxxxxxx
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As Its: President As Its: Assistant Secretary
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