AMENDMENT 1 TO PARTICIPATION AGREEMENT
By and Among
IDS LIFE INSURANCE COMPANY
And
WARBURG PINCUS TRUST
And
WARBURG, ▇▇▇▇▇▇ COUNSELLORS, INC.
(now known as Warburg Pincus Asset Management, Inc.)
And
COUNSELLORS SECURITIES INC.
THIS AMENDMENT 1 TO PARTICIPATION AGREEMENT ("Amendment 1") is
effective as of April 30, 1999, by and among IDS LIFE INSURANCE COMPANY (the
"Company"), WARBURG PINCUS TRUST (the "Fund"), WARBURG PINCUS ASSET MANAGEMENT,
INC. (the "Adviser" ) and COUNSELLORS SECURITIES, INC. ("CSI"). Capitalized
terms not otherwise defined herein shall have the meaning ascribed to them in
the Agreement (defined below).
WHEREAS, the Company, the Fund, Warburg, ▇▇▇▇▇▇ Counsellors, Inc. and
CSI are parties to the Participation Agreement dated March 1, 1996 (the
"Agreement") in connection with the participation by the Funds in Contracts
offered by the Company to its clients; and
WHEREAS, since the date of the Agreement, Warburg, ▇▇▇▇▇▇ Counsellors,
Inc. has changed its name to Warburg Pincus Asset Management, Inc.; and
WHEREAS, the Company now desires to add an Account to those that offer
certain Portfolios of the Warburg Pincus Trust, to expand the number of
Portfolios of the Warburg Pincus Trust made available as underlying investment
media for the Contracts and to offer a Designated Portfolio as an underlying
investment option under certain variable life insurance policies which invest in
the Fund; and
WHEREAS, the parties to this Amendment 1 now desire to modify the
Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:
1. Addition of Variable Life Insurance. The fifth "Whereas" clause of the
Agreement is hereby deleted in its entirety and replaced with the following
language:
WHEREAS, the Company has registered or will register certain variable
annuity and variable life insurance contracts (the "Contracts") under the 1933
Act; and"
2. Amendment to Sales Material and Information Provision. Section 4.8 is hereby
deleted in its entirety and replaced with the following language:
4.8 The Fund and Warburg hereby consent to the Company's use of
the name "Warburg Pincus Trust" followed by the names of the
Designated Portfolios named in Schedule 2, as such schedule
may be amended from time to time, and the name "Warburg Pincus
Asset Management, Inc." in connection with the marketing of
the Contracts, subject to the terms of Sections 4.1 and 4.2 of
this Agreement. Such consent will terminate with the
termination of this Agreement.
3. Amendment to Notices Provision. In Section 11.1, the reference under notices
"If to the Company" to ▇▇▇ ▇▇▇▇▇▇▇▇▇, Manager, Product Development, is hereby
deleted in its entirety and replaced with a reference to "President."
4. Amendment to Schedule 1. Schedule 1 of the Agreement is hereby amended to
read as follows:
Schedule 1
PARTICIPATION AGREEMENT
By and Among
IDS LIFE INSURANCE COMPANY
And
WARBURG PINCUS TRUST
And
WARBURG PINCUS ASSET MANAGMENT, INC.
And
COUNSELLORS SECURITIES INC.
The following separate accounts of IDS Life Insurance Company are permitted in
accordance with the provisions of this Agreement to invest in Designated
Portfolios of the Fund shown in Schedule 2:
IDS Life Variable Account 10, established August 23, 1995.
IDS Life Variable Life Separate Account, established October 16, 1985
April 15, 1999
5. Amendment to Schedule 2. Schedule 2 of the Agreement is hereby amended to
read as follows:
Schedule 2
PARTICIPATION AGREEMENT
By and Among
IDS LIFE INSURANCE COMPANY
And
WARBURG PINCUS TRUST
And
WARBURG PINCUS ASSET MANAGMENT, INC.
And
COUNSELLORS SECURITIES INC.
The Separate Accounts shown on Schedule 1 may invest in the following Designated
Portfolios of the Warburg Pincus Trust:
IDS Life Variable Account 10
Small Company Growth Portfolio
Emerging Growth Portfolio
IDS Life Variable Life Separate Account
Small Company Growth Portfolio
April 15, 1999
6. Ratification and Confirmation of Agreement. In the event of a conflict
between the terms of this Amendment 1 and the Agreement, it is the intention of
the parties that the terms of this Amendment 1 shall control and the Agreement
shall be interpreted on that basis. To the extent the provisions of the
Agreement have not been amended by this Amendment 1, the parties hereby confirm
and ratify the Agreement.
7. Counterparts. This Amendment 1 may be executed in two or more counterparts,
each of which shall be an original and all of which together shall constitute on
instrument.
8. Full Force and Effect. Except as expressly supplemented, amended or consented
to hereby, all of the representations, warranties, terms, covenants and
conditions of the Agreement shall remain unamended and shall continue to be in
full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment 1 as
of the date first above written.
IDS LIFE INSURANCE COMPANY WARBURG PINCUS TRUST
By: By:
Name: Name:
Title: Title:
WARBURG PINCUS ASSET MANAGEMENT, INC.
ATTEST
By: By:
Name: Name:
Title: Title:
COUNSELLORS SECURITIES, INC.
By:
Name:
Title: