AIM FUNDS



                    DIRECTOR DEFERRED COMPENSATION AGREEMENT

















                                As Amended March 7, 2000, and September 28, 2001

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                                    AIM FUNDS



                    DIRECTOR DEFERRED COMPENSATION AGREEMENT





                  AGREEMENT, made on this __ day of _______, 20__, by and

between the registered open-end investment companies listed on Appendix A hereto

(the "Funds"), and _______________________________________________________ (the

"Director") residing at _______________________________________.



                  WHEREAS, the Funds and the Director have entered into

agreements pursuant to which the Director will serve as a director/trustee of

the Funds; and



                  WHEREAS, if the Funds and the Director have previously entered

into an additional agreement whereby the Funds will provide to the Director a

vehicle under which the Director can defer receipt of directors' fees payable by

the Funds, they now desire to amend and restate such agreement.



                  NOW, THEREFORE, in consideration of the mutual covenants and

obligations set forth in this Agreement, the Funds and the Director hereby agree

as follows:



1.       DEFINITION OF TERMS AND CONSTRUCTION



         1.1 Definitions. Unless a different meaning is plainly implied by the

context, the following terms as used in this Agreement shall have the following

meanings:



             (a) "Beneficiary" shall mean such person or persons designated

pursuant to Section 4.3 hereof to receive benefits after the death of the

Director.



             (b) "Boards of Directors" shall mean the respective Boards of

Directors of the Funds.



             (c) "Code" shall mean the Internal Revenue Code of 1986, as amended

from time to time, or any successor statute.



             (d) "Compensation" shall mean the amount of directors' fees paid by

each of the Funds to the Director during a Deferral Year prior to reduction for

Compensation Deferrals made under this Agreement.



             (e) "Compensation Deferral" shall mean the amount or amounts of the

Director's Compensation deferred under the provisions of Section 3 of this

Agreement.



             (f) "Deferral Accounts" shall mean the accounts maintained to

reflect the Director's Compensation Deferrals made pursuant to Section 3 hereof

(or pursuant to any prior agreement) and any other credits or debits thereto.



             (g) "Deferral Year" shall mean each calendar year during which the

Director makes, or is entitled to make, Compensation Deferrals under Section 3

hereof.



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             (h) "Retirement" shall have the same meaning as set forth under the

Retirement Plan.



             (i) "Retirement Plan" shall mean the "AIM Funds Retirement Plan for

Eligible Directors/Trustees."



             (j) "Valuation Date" shall mean the last business day of each

calendar year and any other day upon which the Funds makes valuations of the

Deferral Accounts.



         1.2 Plurals and Gender. Where appearing in this Agreement the singular

shall include the plural and the masculine shall include the feminine, and vice

versa, unless the context clearly indicates a different meaning.



         1.3 Directors and Trustees. Where appearing in this Agreement,

"Director" shall also refer to "Trustee" and "Board of Directors" shall also

refer to "Board of Trustees."



         1.4 Headings. The headings and sub-headings in this Agreement are

inserted for the convenience of reference only and are to be ignored in any

construction of the provisions hereof.



         1.5 Separate Agreement for Each Fund. This Agreement is drafted, and

shall be construed, as a separate agreement between the Director and each of the

Funds.



2.       PERIOD DURING WHICH COMPENSATION DEFERRALS ARE PERMITTED



         2.1 Commencement of Compensation Deferrals. The Director may elect, on

a form provided by, and submitted to, the Presidents of the respective Funds, to

commence Compensation Deferrals under Section 3 hereof for the period beginning

on the later of (i) the date this Agreement is executed or (ii) the date such

form is submitted to the Presidents of the Funds.



         2.2 Termination of Deferrals. The Director shall not be eligible to

make Compensation Deferrals after the earliest of the following dates:



             (a) The date on which he ceases to serve as a Director of all of

the Funds; or



             (b) The effective date of the termination of this Agreement.



3.       COMPENSATION DEFERRALS



         3.1 Compensation Deferral Elections.



             (a) On or prior to the first day of any Deferral Year, the Director

may elect, on the form described in Section 2.1 hereof, to defer the receipt of

all or a portion of his Compensation for such Deferral Year. Such writing shall

set forth the amount of such Compensation Deferral (in whole percentage

amounts). Such election shall continue in effect for all subsequent Deferral

Years unless it is canceled or modified as provided below.





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             (b) Compensation Deferrals shall be withheld from each payment of

Compensation by the Funds to the Director based upon the percentage amount

elected by the Director under Section 3.1(a) hereof.



             (c) The Director may cancel or modify the amount of his

Compensation Deferrals on a prospective basis by submitting to the Presidents of

the Funds a revised Compensation Deferral election form. Such change will be

effective as of the first day of the Deferral Year following the date such

revision is submitted to the Presidents of the Funds.



         3.2 Valuation of Deferral Account.



             (a) Each Fund shall establish a bookkeeping Deferral Account to

which will be credited an amount equal to the Director's Compensation Deferrals

under this Agreement made with respect to Compensation earned from each such

Fund. Compensation Deferrals shall be allocated to the Deferral Accounts on the

first business day following the date such Compensation Deferrals are withheld

from the Director's Compensation. As of the date of this Agreement, the Deferral

Accounts also shall be credited with the amounts credited to the Director under

each other outstanding elective deferred compensation agreement entered into by

and between the Funds and the Director which is superseded by this Agreement

pursuant to Section 6.11 hereof. The Deferral Accounts shall be debited to

reflect any distributions from such Accounts. Such debits shall be allocated to

the Deferral Accounts as of the date such distributions are made.



             (b) As of each Valuation Date, income, gain and loss equivalents

(determined as if the Deferral Accounts are invested in the manner set forth

under Section 3.3, below) attributable to the period following the next

preceding Valuation Date shall be credited to and/or deducted from the

Director's Deferral Accounts.



         3.3 Investment of Deferral Account Balances.



             (a) (1) The Director may select, from various options made

available by the Funds, the investment media in which all or part of his

Deferral Accounts shall be deemed to be invested.



                 (2) The Director shall make an investment designation on a form

provided by the Presidents of the Funds which shall remain effective until

another valid direction has been made by the Director as herein provided. The

Director may amend his investment designation by giving written direction to the

Presidents of the Funds in such manner and at such time as the Funds may permit,

but no less frequently than quarterly on thirty (30) days' notice prior to the

end of a calendar quarter. A timely change to a Director's investment

designation shall become effective as soon as practicable following receipt by

the Presidents of the Funds.



                 (3) The investment media deemed to be made available to the

Director, and any limitation on the maximum or minimum percentages of the

Director's Deferral Accounts that may be invested any particular medium, shall

be the same as from time-to-time communicated to the Director by the Presidents

of the Funds.





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             (b) Except as provided below, the Director's Deferral Accounts

shall be deemed to be invested in accordance with his investment designations,

provided such designations conform to the provisions of this Section. If -



                 (1) the Director does not furnish the Presidents of the Funds

with complete, written investment instructions, or



                 (2) the written investment instructions from the Director are

unclear, then the Director's election to make Compensation Deferrals hereunder

shall be held in abeyance and have no force or effect until such time as the

Director shall provide the Presidents of the Funds with complete investment

instructions. Notwithstanding the above, the Boards of Directors, in their sole

discretion, may disregard the Director's election and determine that all

Compensation Deferrals shall be deemed to be invested in a fund determined by

the Boards of Directors. In the event that any fund under which any portion of

the Director's Deferral Accounts is deemed to be invested ceases to exist, such

portion of the Deferral Accounts thereafter shall be held in the successor to

such fund, subject to subsequent deemed investment elections.



             The Funds shall provide an annual statement to the Director showing

such information as is appropriate, including the aggregate amount in the

Deferral Accounts, as of a reasonably current date.



4.       DISTRIBUTIONS FROM DEFERRAL ACCOUNTS



         4.1 Payment Date and Methods.



             (a) Designation of Date. Each deferral direction given pursuant to

Section 3.1 shall include designation of the Payment Date for the value of the

amount deferred. Such Payment Date shall be the first day of any calendar

quarter, subject to the limitation set forth in paragraph 4.1(c).



             (b) Extension Date. At least one year before the Payment Date

initially designated pursuant to paragraph 4.1(a) above, the Participant may

irrevocably elect to extend such Payment Date to the first day of any calendar

quarter, subject to the limitation set forth in paragraph 4.1(c).



             (c) Limitation. The Director shall select a Payment Date (or

extended Payment Date) that is no sooner than the earlier of (i) the January 1

that follows the second anniversary of the Participant's deferral election made

pursuant to paragraph 4.1(a) or (b) or (ii) the January 1 of the year after the

Participant's Retirement.



             (d) Methods of Payment. Distributions from the Director's Deferral

Accounts shall be paid in cash in a single sum unless the Participant elects, at

the time a Payment Date is selected pursuant to paragraph 4.1(a) or 4.1(b), to

receive the amount payable in generally equal quarterly installments over a

period not to exceed ten (10) years. In addition, at least one year before the

Payment Date, a Director may change the method of payment previously selected.





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             (e) Irrevocability. Except as provided in paragraphs 4.1(b) and

4.1(d), a designation of a Payment Date and an election of installment payments

shall be irrevocable; provided, however, that payment shall be made or begin on

a different date as follows:



                 (1) Upon the Director's death, payment shall be made in

accordance with Section 4.2,



                 (2) Upon the Director's ceasing to serve as a director of all

of the Funds for reasons other than death or Retirement, payment shall be made

or begin within three months after the end of the calendar year in which such

termination occurs in accordance with the method elected by the Director

pursuant to paragraph 4.1(d) provided the designation of such method had been

made at least one year before such termination occurred, except that the Boards

of Directors, in their sole discretion, may accelerate the distribution of such

Deferral Accounts,



                 (3) Upon termination of this Agreement, payment shall be made

in accordance with Section 5.2, and



                 (4) In the event of the liquidation, dissolution or winding up

of a Fund or the distribution of all or substantially all of a Fund's assets and

property relating to one or more series of its shares to the shareholders of

such series (for this purpose a sale, conveyance or transfer of a Fund's assets

to a trust, partnership, association or corporation in exchange for cash, shares

or other securities with the transfer being made subject to, or with the

assumption by the transferee of, the liabilities of the Fund shall not be deemed

a termination of the Fund or such a distribution), all unpaid balances of the

Deferral Accounts related to such Fund as of the effective date thereof shall be

paid in a lump sum on such effective date.



         4.2 Death Prior to Complete Distribution of Deferral Accounts. Upon the

death of the Director prior to the commencement of the distribution of the

amounts credited to his Deferral Accounts, the balance of such Accounts shall be

distributed to his Beneficiary in accordance with the method of payment selected

pursuant to paragraph 4.1(d), commencing as soon as practicable after the

Director's death. In the event of the death of the Director after the

commencement of such distribution, but prior to the complete distribution of his

Deferral Accounts, the balance of the amounts credited to his Deferral Accounts

shall be distributed to his Beneficiary over the remaining period during which

such amounts were distributable to the Director under Section 4.1 hereof.

Notwithstanding the above, the Boards of Directors, in their sole discretion,

may accelerate the distribution of the Deferral Accounts.



         4.3 Designation of Beneficiary. For purposes of Section 4.2 hereof, the

Director's Beneficiary shall be the person or persons so designated by the

Director in a written instrument submitted to the Presidents of the Funds. In

the event the Director fails to properly designate a Beneficiary, his

Beneficiary shall be the person or persons in the first of the following classes

of successive preference Beneficiaries surviving at the death of the Director:

the Director's (1) surviving spouse or (2) estate.



         4.4 Payments Due Missing Persons. The Funds shall make a reasonable

effort to locate all persons entitled to benefits under this Agreement. However,

notwithstanding any provisions of this Agreement to the contrary, if, after a

period of five (5) years from the date such





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benefit shall be due, any such persons entitled to benefits have not been

located, their rights under this Agreement shall stand suspended. Before this

provision becomes operative, the Funds shall send a certified letter to all such

persons to their last known address advising them that their benefits under this

Agreement shall be suspended. Any such suspended amounts shall be held by the

Funds for a period of three (3) additional years (or a total of eight (8) years

from the time the benefits first become payable) and thereafter, if unclaimed,

such amounts shall be forfeited.



5.       AMENDMENTS AND TERMINATION



         5.1 Amendments.



             (a) The Funds and the Director may, by a written instrument signed

by, or on behalf of, such parties, amend this Agreement at any time and in any

manner.



             (b) The Funds reserve the right to amend, in whole or in part, and

in any manner, any or all of the provisions of this Agreement by action of their

Boards of Directors for the purposes of complying with any provision of the Code

or any other technical or legal requirements, provided that:



                 (1) No such amendment shall make it possible for any part of

the Director's Deferral Accounts to be used for, or diverted to, purposes other

than for the exclusive benefit of the Director or his Beneficiaries, except to

the extent otherwise provided in this Agreement; and



                 (2) No such amendment may reduce the amount of the Director's

Deferral Accounts as of the effective date of such amendment.



         5.2 Termination. The Director and the Funds may, by written instrument

signed by, or on behalf of, such parties, terminate this Agreement at any time.

In the event of the termination of this Agreement, the Boards of Directors, in

their sole discretion, may choose to pay out the Director's Deferral Accounts

prior to the designated Payment Dates. Otherwise, following a termination of

this Agreement, such Accounts shall continue to be maintained in accordance with

the provisions of this Agreement until the time they are paid out.



6.       MISCELLANEOUS.



         6.1 Rights of Creditors.



             (a) This Agreement is unfunded. Neither the Director nor any other

persons shall have any interest in any specific asset or assets of the Funds by

reason of any Deferral Accounts hereunder, nor any rights to receive

distribution of his Deferral Accounts except and as to the extent expressly

provided hereunder. The Funds shall not be required to purchase, hold or dispose

of any investments pursuant to this Agreement; however, if in order to cover

their obligations hereunder the Funds elect to purchase any investments the same

shall continue for all purposes to be a part of the general assets and property

of the Funds, subject to the claims of their general creditors and no person

other than the Funds shall by virtue of the provisions of this Agreement have

any interest in such assets other than an interest as a general creditor.





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             (b) The rights of the Director and the Beneficiaries to the amounts

held in the Deferral Accounts are unsecured and shall be subject to the

creditors of the Funds. With respect to the payment of amounts held under the

Deferral Accounts, the Director and his Beneficiaries have the status of

unsecured creditors of the Funds. This Agreement is executed on behalf of the

Funds by an officer, or other representative, of the Funds as such and not

individually. Any obligation of the Funds hereunder shall be an unsecured

obligation of the Funds and not of any other person.



         6.2 Agents. The Funds may employ agents and provide for such clerical,

legal, actuarial, accounting, advisory or other services as it deems necessary

to perform their duties under this Agreement. The Funds shall bear the cost of

such services and all other expenses they incur in connection with the

administration of this Agreement.



         6.3 Liability and Indemnification. Except for their own gross

negligence, willful misconduct or willful breach of the terms of this Agreement,

the Funds shall be indemnified and held harmless by the Director against

liability or losses occurring by reason of any act or omission of the Funds or

any other person.



         6.4 Incapacity. If the Funds shall receive evidence satisfactory to

them that the Director or any Beneficiary entitled to receive any benefit under

the Agreement is, at the time when such benefit becomes payable, a minor, or is

physically or mentally incompetent to receive such benefit and to give a valid

release therefor, and that another person or an institution is then maintaining

or has custody of the Director or Beneficiary and that no guardian, committee or

other representative of the estate of the Director or Beneficiary shall have

been duly appointed, the Funds may make payment of such benefit otherwise

payable to the Director or Beneficiary to such other person or institution,

including a custodian under a Uniform Gifts to Minors Act, or corresponding

legislation (who shall be an adult, a guardian of the minor or a trust company),

and the release of such other person or institution shall be a valid and

complete discharge for the payment of such benefit.



         6.5 Cooperation of Parties. All parties to this Agreement and any

person claiming any interest hereunder agree to perform any and all acts and

execute any and all documents and papers which are necessary or desirable for

carrying out this Agreement or any of its provisions.



         6.6 Governing Law. This Agreement is made and entered into in the State

of Texas and all matters concerning its validity, construction and

administration shall be governed by the laws of the State of Texas.



         6.7 Nonguarantee of Directorship. Nothing contained in this Agreement

shall be construed as a contract or guarantee of the right of the Director to

be, or remain as, a director of any of the Funds or to receive any, or any

particular rate of, Compensation from any of the Funds.



         6.8 Counsel. The Funds may consult with legal counsel with respect to

the meaning or construction of this Agreement, their obligations or duties

hereunder or with respect to any action or proceeding or any question of law,

and they shall be fully protected with respect to any action taken or omitted by

them in good faith pursuant to the advice of legal counsel.





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         6.9 Spendthrift Provision. The Director's and Beneficiaries' interests

in the Deferral Accounts may not be anticipated, sold, encumbered, pledged,

mortgaged, charged, transferred, alienated, assigned nor become subject to

execution, garnishment or attachment and any attempt to do so by any person

shall render the Deferral Accounts immediately forfeitable.



         6.10 Notices. For purposes of this Agreement, notices and all other

communications provided for in this Agreement shall be in writing and shall be

deemed to have been duly given when delivered personally or mailed by United

States registered or certified mail, return receipt requested, postage prepaid,

or by nationally recognized overnight delivery service providing for a signed

return receipt, addressed to the Director at the home address set forth in the

Funds' records and to the Funds at the address set forth on the first page of

this Agreement, provided that all notices to the Funds shall be directed to the

attention of the Presidents of the Funds or to such other address as either

party may have furnished to the other in writing in accordance herewith, except

that notice of change of address shall be effective only upon receipt.



         6.11 Entire Agreement. This Agreement contains the entire understanding

between the Funds and the Director with respect to the payment of non-qualified

elective deferred compensation by the Fund to the Director. Effective as of the

date hereof, this Agreement replaces, and supersedes, all other non-qualified

elective deferred compensation agreements by and between the Director and the

Funds.



         6.12 Interpretation of Agreement. Interpretations of, and

determinations (including factual determinations) related to, this Agreement

made by the Funds in good faith, including any determinations of the amounts of

the Deferral Accounts, shall be conclusive and binding upon all parties; and the

Funds shall not incur any liability to the Director for any such interpretation

or determination so made or for any other action taken by it in connection with

this Agreement in good faith.



         6.13 Successors and Assigns. This Agreement shall be binding upon, and

shall inure to the benefit of, the Funds and their successors and assigns and to

the Director and his heirs, executors, administrators and personal

representatives.



         6.14 Severability. In the event any one or more provisions of this

Agreement are held to be invalid or unenforceable, such illegality or

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