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.
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Attn: Legal Department
If to INVESCO:
INVESCO Funds Group, Inc.
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Attn: Legal Department
If to the Insurance Company:
American Partners Life Insurance Company
c/o American Express Financial Advisors Inc.
1765 AXP Financial Center
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Attn: President
with a simultaneous copy to:
American Partners Life Insurance Company
c/o American Express Financial Advisors Inc.
50607 AXP Financial Center
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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.
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Senior Vice President & Treasurer Treasurer
AMERICAN PARTNERS LIFE ATTEST:
INSURANCE COMPANY
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Printed Printed
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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As Its: President As Its: Assistant Secretary
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