AMENDMENT NO. 3
PARTICIPATION AGREEMENT
The Participation Agreement (the "Agreement") dated October 7, 1996 and
amended on November 11, 1997 and August 13, 2001, by and among AIM Variable
Insurance Funds, a Delaware trust, A I M Distributors, Inc., a Delaware
corporation, IDS Life Insurance Company of New York, 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:
SECTION 18. CONFIDENTIALITY
Notwithstanding anything to the contrary contained in this Agreement, in
addition to and not in lieu of other provisions in this Agreement
(a) "IDS Life of New York Confidential Information" includes but is
not limited to all proprietary and confidential information of the IDS Life
of New York Insurance Company and its subsidiaries, affiliates and
licensees (collectively the "IDS Life of New York Protected Parties" for
purposes of this Section 18), including without limitation all information
regarding the customers of the IDS Life of New York Protected Parties; the
numbers, names, addresses, social security numbers or any other personal
identifier of such customers; or any information derived therefrom. IDS
Life of New York 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 IDS Life of New York.
(b) AVIF and AIM agree that the identities of the customers of IDS
Life of New York Protected Parties, information maintained regarding such
customers, all computer programs and procedures or other information
developed or used by IDS Life of New York Protected Parties or any of their
employees or agents in connection with IDS Life of New York's performance
of its duties under this Agreement are the valuable property of IDS Life of
New York Protected Parties.
(c) Neither AIM nor AVIF may use or disclose IDS Life of New York
Confidential Information for any purpose other than to carry out the
purpose for which IDS Life of New York 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 IDS Life of New York Confidential Information
to limit the use and disclosure of IDS Life of New York 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 IDS Life of New
York in violation of this Agreement, (b) demonstrably known to IDS Life of
New York prior to execution of this Agreement, (c) independently developed
by IDS Life of New York in the ordinary course of business outside of this
Agreement, or (d) rightfully and lawfully obtained by IDS Life of New York
from any third party other than AVIF.
(e) IDS Life of New York 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
1 of 2
agents in connection with AVIF's performance of its duties under this
Agreement are the valuable property of AVIF Protected Parties.
(f) IDS Life of New York 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 IDS Life of New York as set
forth in the Agreement or as required by law or judicial process; and IDS
Life of New York agrees to cause all its employees, agents and
representatives, or any other party to whom IDS Life of New York 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.
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Secretary Title: Senior Vice President
A I M DISTRIBUTORS, INC.
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Secretary Title: President
IDS LIFE INSURANCE COMPANY OF NEW YORK
Attest: /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------- ------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary Title: Vice President, Annuities
AMERICAN EXPRESS FINANCIAL ADVISORS INC.
Attest: /s/ C. ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------- ------------------------------------
Name: C. ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary Title: Vice President, Annuities
2 of 2