AMENDMENT
This amendment ("Amendment") is entered into as of the 31st day of October,
2001, by and between Conseco Variable Insurance Company (the "Company"), INVESCO
Funds Group, Inc. (the "Adviser"), INVESCO Distributors, Inc. (the
"Distributor"), and INVESCO Variable Investment Funds, Inc. (the "Fund").
WHEREAS, the Parties have previously executed a Participation Agreement dated
July 19, 1996 ("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. Notwithstanding anything to the contrary contained in this
Agreement, and in addition to and not in lieu of other provisions in this
Agreement,each party agrees to maintain all information about the other
party that it may acquire pursuant to this Agreement in confidence, and
each party agrees not to use, or permit the use of, any such information
for any purpose except that set forth herein, or to disclose any such
information to any person, without the prior written consent of the other
party. This provision shall survive the termination of this Agreement.
2. NOTICES. All notices required to be made to INVESCO FUNDS GROUP, INC.,
INVESCO DISTRIBUTORS, INC.,AND INVESCO VARIABLE INVESTMENTS FUNDS, INC.
under this agreement shall be made to the following address:
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▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: Legal Department
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.
[INVESCO ICON] INVESCO FUNDS(R)
Except as expressly amended hereby, the Agreement remains in full force and
effect.
INVESCO FUNDS GROUP, INC.
Signature: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President
Date: October 15, 2001
INVESCO DISTRIBUTORS, INC.
Signature: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President
Date: October 15, 2001
INVESCO VARIABLE INVESTMENT FUNDS, INC.
Signature: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President
Date: October 15, 2001
CONSECO VARIABLE INSURANCE COMPANY
Signature: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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VICE PRESIDENT
Name/Title: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Date: October 24, 2001
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[INVESCO ICON] INVESCO FUNDS(R)
