AMENDMENT NO. 1
PARTICIPATION AGREEMENT
The Participation Agreement (the "Agreement"), dated October 30, 1997,
by and among AIM Variable Insurance Funds, a Delaware trust, A I M Distributors,
Inc., a Delaware Corporation, American Centurion Life Insurance Company, a New
York 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 Centurion Life Confidential Information" includes but is not
limited to all proprietary and confidential information of the American
Centurion Life Assurance Company and its subsidiaries, affiliates and licensees
(collectively the "American Centurion Life Protected Parties" for purposes of
this Section 18), including without limitation all information regarding the
customers of the American Centurion Life Protected Parties; the numbers, names,
addresses, social security numbers or any other personal identifier of such
customers; or any information derived therefrom. American Centurion 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 Centurion Life.
(b) AVIF and AIM agree that the identities of the customers of American
Centurion Life Protected Parties, information maintained regarding such
customers, all computer programs and procedures or other information developed
or used by American Centurion Life Protected Parties or any of their employees
or agents in connection with American Centurion Life's performance of its duties
under this Agreement are the valuable property of American Centurion Life
Protected Parties.
(c) Neither AIM nor AVIF may use or disclose American Centurion Life
Confidential Information for any purpose other than to carry out the purpose for
which American Centurion 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 Centurion Life Confidential Information to limit the use and disclosure
of American Centurion 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 Centurion Life in violation of this
Agreement, (b) demonstrably known to American Centurion Life prior to execution
of this Agreement, (c) independently developed by American Centurion Life in the
ordinary course of business outside of this Agreement, or (d) rightfully and
lawfully obtained by American Centurion Life from any third party other than
AVIF.
(e) American Centurion 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 Centurion 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 Centurion Life as set forth in
the Agreement or as required by law or judicial process; and American Centurion
Life agrees to cause all its employees, agents and representatives, or any other
party to whom American Centurion Life may
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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.
SECTION 9. NOTICES, of the Agreement is hereby deleted in its entirety and
replaced with the following:
SECTION 9. NOTICES
Notices and communications required or permitted by Section 9 hereof
will be given by means mutually acceptable to the Parties concerned. Each other
notice of communication required or permitted by this Agreement will be given to
the following persons at the following addresses and facsimile numbers, or such
other persons, addresses or facsimile numbers as the Party receiving such
notices or communications may subsequently direct in writing:
AMERICAN EXPRESS FINANCIAL ADVISORS, INC.
AMERICAN CENTURION LIFE INSURANCE COMPANY
1765 AXP Financial Center
Xxxxxxxxxxx, XX 00000
Facsimile: 000-000-0000
Attn: Xx. Xxxxx X. Xxxxxx
Vice President, Annuities
cc: AMERICAN EXPRESS FINANCIAL ADVISORS, INC.
AMERICAN CENTURION LIFE INSURANCE COMPANY
50607 AXP Financial Center
Xxxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxx Xxxxxxx, Esq.
Senior Counsel
AIM VARIABLE INSURANCE FUNDS
A I M DISTRIBUTORS, INC.
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Facsimile: 000-000-0000
Attn: Xxxxx X. Xxxxxx, Esq.
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
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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
AMERICAN CENTURION 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: 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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