Aim Variable Insurance Funds N-14 Registration statement for investment companies business combination

AMENDMENT NO. 2

AMENDED AND RESTATED PARTICIPATION AGREEMENT

     The Amended and Restated Participation Agreement (the “Agreement”), dated January 31, 2007, by and among AIM Variable Insurance Funds, a Delaware trust (“AVIF”); Invesco Aim Distributors, Inc., a Delaware corporation (“AIM”); and The Prudential Insurance Company of America (“Prudential”), a New Jersey life insurance company, on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an “Account,”) and collectively, the “Accounts”)(collectively, the “Parties”), is hereby amended as follows:

     WHEREAS, effective April 30, 2010, AIM Variable Insurance Funds was renamed AIM Variable Insurance Funds (Invesco Variable Insurance Funds). All references to AIM Variable Insurance Funds will hereby be deleted and replaced with AIM Variable Insurance Funds (Invesco Variable Insurance Funds);

     WHEREAS, effective April 30, 2010, Invesco Aim Distributors, Inc. was renamed Invesco Distributors, Inc. All references to Invesco Aim Distributors, Inc. will hereby be deleted and replaced with Invesco Distributors, Inc.

     Schedules A and B of the Agreement are deleted in their entirety and replaced with the following:

SCHEDULE A

FUNDS AVAILABLE UNDER THE CONTRACTS

ALL SERIES I SHARES AND SERIES II SHARES OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

SEPARATE ACCOUNTS UTILIZING THE FUNDS

ALL SEPARATE ACCOUNTS UTILIZING THE FUNDS

CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS

ALL CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS

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All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Effective date: April 30, 2010.

		AIM VARIABLE INSURANCE FUNDS
		(INVESCO VARIABLE INSURANCE FUNDS)
Attest:	/s/ Peter Davidson	By:	/s/ John M. Zerr
Name:	Peter Davidson	Name:	John M. Zerr
Title:	Assistant Secretary	Title:	Senior Vice President
		INVESCO DISTRIBUTORS, INC.
Attest:	/s/ Peter Davidson	By:	/s/ John S. Cooper
Name:	Peter Davidson	Name:	John S. Cooper
Title:	Assistant Secretary	Title:	President
		THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, on behalf of itself and its separate accounts
Attest:	/s/ Candice D. Fallon	By:	/s/ Timothy S. Cronin
Name:	Candice D. Fallon	Name:	Timothy S. Cronin
Title:	Project Manager	Title:	Executive Vice President

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