AMENDMENT NO. 2
PARTICIPATION AGREEMENT
The Participation Agreement (the "Agreement"), dated October 30, 1997 and
amended on January 1, 2000, by and among AIM Variable Insurance Funds, a
Delaware trust, A I M Distributors, Inc., a Delaware Corporation, American
Enterprise Life Insurance Company, an Indiana life insurance company and
American Express Financial Advisors, Inc., is hereby amended as follows:
SECTION 18. CONFIDENTIALITY, of the Agreement is hereby deleted in its
entirety and replaced with the following:
Notwithstanding anything to the contrary contained in this Agreement, in
addition to and not in lieu of other provisions in this Agreement:
(a) "American Enterprise Life Confidential Information" includes but is not
limited to all proprietary and confidential information of the American
Enterprise Life Insurance Company and its subsidiaries, affiliates and licensees
(collectively the "American Enterprise Life Protected Parties" for purposes of
this Section 18), including without limitation all information regarding the
customers of the American Enterprise Life Protected Parties; the numbers, names,
addresses, social security numbers or any other personal identifier of such
customers; or any information derived therefrom. American Enterprise Life
Confidential Information shall not include information which is (a) in or
becomes part of the public domain, except when such information is in the public
domain due to disclosure by AVIF in violation of this Agreement, (b)
demonstrably known to AVIF prior to execution of this Agreement, (c)
independently developed by AVIF in the ordinary course of business outside of
this Agreement, or (d) rightfully and lawfully obtained by AVIF from any third
party other than American Enterprise Life.
(b) AVIF and AIM agree that the identities of the customers of American
Enterprise Life Protected Parties, information maintained regarding such
customers, all computer programs and procedures or other information developed
or used by American Enterprise Life Protected Parties or any of their employees
or agents in connection with American Enterprise Life's performance of its
duties under this Agreement are the valuable property of American Enterprise
Life Protected Parties.
(c) Neither AIM nor AVIF may use or disclose American Enterprise Life
Confidential Information for any purpose other than to carry out the purpose for
which American Enterprise Life Confidential Information was provided to AIM or
AVIF as set forth in the Agreement or as required by law or judicial process;
and AIM and AVIF agree to cause all their employees, agents and representatives,
or any other party to whom AIM or AVIF may provide access to or disclose
American Enterprise Life Confidential Information to limit the use and
disclosure of American Enterprise Life Confidential Information to that purpose.
(d) "AVIF Confidential Information" includes but is not limited to all
proprietary and confidential information of the AVIF Company and its
subsidiaries, affiliates and licensees (collectively the "AVIF Protected
Parties" for purposes of this Section 18), 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. AVIF
Confidential Information shall not include information which is (a) in or
becomes part of the public domain, except when such information is in the public
domain due to disclosure by American Enterprise Life in violation of this
Agreement, (b) demonstrably known to American Enterprise Life prior to execution
of this Agreement, (c) independently developed by American Enterprise Life in
the ordinary course of business outside of this Agreement, or (d) rightfully and
lawfully obtained by American Enterprise Life from any third party other than
AVIF.
(e) American Enterprise Life agrees that the identities of the customers of
AVIF, information maintained regarding such customers, all computer programs and
procedures or other information developed or used by AVIF Protected Parties or
any of their employees or agents in connection with AVIF's performance of its
duties under this Agreement are the valuable property of AVIF Protected Parties.
(f) American Enterprise Life may not use or disclose AVIF Confidential
Information for any purpose other than to carry out the purpose for which AVIF
Confidential Information was provided to American Enterprise Life as set forth
in the Agreement or as required by law or judicial process; and American
Enterprise Life agrees to cause all its employees, agents and representatives,
or any other party to whom
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American Enterprise Life may provide access to or disclose AVIF Confidential
Information to limit the use and disclosure of AVIF Confidential Information to
that purpose.
(g) Each party agrees to implement appropriate measures designed to ensure
the security and confidentiality of such confidential information, to protect
such confidential information against any anticipated threats or hazards to the
security or integrity of such confidential information, and to protect against
unauthorized access to, or use of, such confidential information that could
result in substantial harm or inconvenience to any party's customer; each party
further agrees to cause all their agents, representatives or subcontractors of,
or any other party to whom such party may provide access to or disclose such
confidential information to implement appropriate measures designed to meet the
objectives set forth in this Section 18.
(h) Each party acknowledges that any breach of the agreements in this
Section 18 may result in immediate and irreparable harm for which there may be
no adequate remedy at law and agree that in the event of such a breach, the
other parties may 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 18 shall survive termination of
this Agreement.
SCHEDULE A of the Agreement is hereby deleted in its entirety and replaced
with the following:
SCHEDULE A
SEPARATE ACCOUNTS
FUNDS AVAILABLE UNDER UTILIZING SOME OR CONTRACTS FUNDED BY THE
THE CONTRACTS ALL OF THE FUNDS SEPARATE ACCOUNTS
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(Series I shares)
AIM V.I. Capital Appreciation Fund American Enterprise Variable Annuity - Flexible Premium Deferred Variable
AIM V.I. Capital Development Fund Account Annuity Contact Form Nos. 34560,
AIM V.I. Dent Demographics Trends Fund American Enterprise Variable Life 43260, 43410, 43431, 44170, 44209,
AIM V.I. Growth and Income Fund Account 44210, 240180, 240343, 271496 and
AIM V.I. International Equity Fund 271491 and any state variations
AIM V.I. Value Fund thereof
- Flexible Premium Variable Life
Insurance Policy Form No. 37022 and
state variations thereof
All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
Effective Date: as of May 1, 2002.
AIM VARIABLE INSURANCE FUNDS
Attest: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxx
----------------------------- ------------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxx
Title: Assistant Secretary Title: Senior Vice President
A I M DISTRIBUTORS, INC.
Attest: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxx
----------------------------- ------------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxx
Title: Assistant Secretary Title: President
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AMERICAN ENTERPRISE LIFE INSURANCE
COMPANY
Attest: /s/ Xxxx Xxxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxx
----------------------------- ------------------------------------
Name: Xxxx Xxxxx Xxxxxxx Name: Xxxxx X. Xxxxxx
Title: Assistant Secretary Title: Executive Vice President,
Annuities
AMERICAN EXPRESS FINANCIAL ADVISORS,
INC.
Attest: /s/ C. Xxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxx
----------------------------- ------------------------------------
Name: C. Xxxxx Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Assistant Secretary Title: Vice President, Annuities
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