AMENDMENT 2 TO
PARTICIPATION AGREEMENT
Among
XXXXXX VARIABLE TRUST
XXXXXX RETAIL MANAGEMENT, L.P.
And
AMERICAN CENTURION LIFE ASSURANCE COMPANY
THIS AMENDMENT 2 TO PARTICIPATION AGREEMENT ("Amendment 2") is made and entered
into this 27th day of February, 2002, by and among Xxxxxx Variable Insurance
Trust (the "Fund"); Xxxxxx Retail Management, L.P. (f/k/a Xxxxxx Mutual Funds
Corp. (the "Distributor"); and American Centurion Life Assurance Company (the
"Company").
WHEREAS, the Company, the Fund and the Distributor are parties to the
Participation Agreement dated April 30, 1997, as amended October 14, 1998 (the
"Agreement"); and
WHEREAS, the parties now desire to amend the Agreement so that the Company can
update its address for purposes of giving notice pursuant to the Agreement and
to add provisions regarding customer privacy;
NOW THEREFORE, in consideration of their mutual promises, the Company, the Fund
and the Distributor agree as follows:
1. Notices. Pursuant to Article XI of the Agreement, the Company hereby
updates its address for the purpose of receiving notice as follows:
If to the Company:
American Centurion Life Assurance Company
c/o American Express Financial Advisors Inc.
1765 AXP Financial Center
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Vice President, Annuities
with a copy to:
American Centurion Life Assurance Company
c/o American Express Financial Advisors Inc.
50607 AXP Financial Center
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Counsel
2. Proprietary and Confidential Information. The following shall be added to
the end of Article XII:
12.8 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 a party
hereto and its subsidiaries, affiliates and licensees
(collectively the "Protected Parties" for purposes of this
Section 12.8), 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. Confidential
Information shall not include information which is (i) in or
becomes part of the public domain, except when such
information is in the public domain due to disclosure by the
other party in violation of this Agreement, (ii)
demonstrably known to the other party without restriction
prior to execution of this Agreement, or (c) independently
developed by the other party in the ordinary course of
business outside of this Agreement.
(b) No party may use or disclose Confidential Information of
another party for any purpose other than to carry out the
purpose for which Confidential Information was provided to
such other party as set forth in the Agreement or as
required by law or judicial process; and each party hereto
agrees to cause all its employees, agents and
representatives, or any other party to whom such party may
provide access to or disclose Confidential Information to
limit the use and disclosure of Confidential Information to
that purpose.
(c) Each party acknowledges that all computer programs and
procedures or other information developed or used by a
Protected Party or any of its employees or agents in
connection with the performance by a party affiliated with
such Protected Party of its duties under this Agreement are
the valuable property of the Protected Parties.
(d) Each party agrees 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; each party further agrees to cause
all its agents, representatives or subcontractors of, or any
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other party to whom such party may provide access to or
disclose Confidential Information to implement appropriate
measures designed to meet the objectives set forth in this
Section 12.8.
(e) Each party acknowledges that any breach of the agreements in
this Section 12.8 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. This Section 12.8 shall
survive the termination of this Agreement.
3. Service Fees.
The annual rate for the Service Fees is hereby amended to 0.25% per annum.
4. Definitions. Terms not defined in this Amendment 2 will have the meaning as
those terms defined in the Agreement.
5. Counterparts. This Amendment 2 may be executed in simultaneously in two or
more counterparts, each of which taken together will constitute one and the
same instrument.
IN WITNESS WHEREOF, each of the parties hereto have cause this Amendment 2 to be
executed in its name and behalf by its duly authorized representatives as of the
date specified above.
XXXXXX VARIABLE TRUST XXXXXX RETAIL MANAGEMENT, L.P.
By: By:
Name: Name:
Title: Title:
IDS LIFE INSURANCE COMPANY ATTEST:
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxx Xxxxx Xxxxxxx
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Name: Xxxxx X. Xxxxxx Name: Xxxx Xxxxx Xxxxxxx
Title: Executive Vice President, Annuities Title: Assistant Secretary
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