INVESCO FUNDS RETIREMENT PLAN
                            FOR INDEPENDENT DIRECTORS
                                OCTOBER 30, 2001

     The registered,  open-end  management  investment  companies referred to on
Schedule A as the Schedule may hereafter be revised by the addition and deletion
of  investment  companies  (the  "Funds"),  have  adopted this  Retirement  Plan
("Plan") for the benefit of those  directors of the Funds who are not interested
directors  thereof as defined in Section 2(a)(19) of the Investment  Company Act
of 1940, as amended ("Independent Directors"). This Plan restates and supercedes
the  Defined  Benefit  Deferred  Compensation  Plan  last  amended  by the Funds
effective March 1, 2001 (the "Prior Plan").  Nothing in this Plan is intended to
or does expand, reduce,  eliminate, or change in any way the rights,  privileges
and benefits afforded to Independent Directors under the Prior Plan.

1.    ELIGIBILITY
      -----------

     Each  Independent  Director who has served as such ("Eligible  Service") on
the boards of any of the Funds and their predecessor and successor entities,  if
any,  for an  aggregate  of at least five  years at the time of his/her  Service
Termination  Date (as  defined  in  paragraph  2) will be  entitled  to  receive
benefits under the Plan. An Independent  Director's  period of Eligible  Service
commences  on the date of election to the board of  directors of any one or more
of the  Funds  ("Board").  Hereafter,  references  in this  Plan to  Independent
Directors  shall be deemed to  include  only  those  Directors  who have met the
Eligible Service requirement for Plan participation.

2.   SERVICE TERMINATION AND SERVICE TERMINATION DATE
     ------------------------------------------------

     a. SERVICE TERMINATION. Service Termination means termination of service of
an Independent Director which results from the Director's having reached his/her
Service Termination Date.

     b.  SERVICE  TERMINATION  DATE.  As  used  in this  Plan  unless  otherwise
stipulated, Service Termination Date shall mean the date upon which the Director
no longer serves as a Director.  Normally,  an  Independent  Director's  Service
Termination  Date will be the last day of the  calendar  quarter  in which  such
Director's seventy-fifth birthday occurs.

3.   DEFINED PAYMENTS AND BENEFIT
     ----------------------------

     a.  PRE-JANUARY  1,  2001  ELIGIBLE  SERVICE  INDEPENDENT  DIRECTORS.   The
provisions outlined in Attachment A are applicable only to Independent Directors
who met the Eligible  Service  requirement  for Prior Plan  participation  on or
before January 1, 2001.

     b. BENEFIT. Commencing as of the Service Termination Date of an Independent
Director  whose Service  Termination  Date is subsequent to the date of the last
day of the calendar  quarter in which such  Director's  seventy-second  birthday
occurred,  the Independent  Director will receive,  for the remainder of his/her
life, a benefit (the "Benefit"),  payable quarterly, with each quarterly payment
to be $8,500;  provided,  however,  that each quarterly payment to be made to an
Independent Director who was serving as the Vice Chairman of the Funds on his or
her Service  Termination Date shall be $9,250.  The amounts of $8,500 and $9,250
will not be  increased  during the period in which  benefits  are paid except as
expressly  provided in  paragraph  9.b.  If an  Independent  Director's  Service
Termination  Date  occurs  prior to the  date of the  last  day of the  calendar
quarter in which such Director's  seventy-second  birthday occurs as a result of
the Director's voluntary resignation,  the Independent Director will receive the
Benefit  commencing  on the  first day of the  calendar  quarter  following  the
calendar quarter in which such Director's seventy-second birthday occurs.
<PAGE>
     c. DEATH PROVISIONS.  If an Independent Director dies prior to commencement
of receipt of the Benefit,  or while receiving the Benefit but before a total of
forty  quarterly  Benefit  payments have been made, the  Independent  Director's
beneficiary  shall be entitled to receive  quarterly  Benefit  payments until an
aggregate of forty quarterly payments has been made to the Independent  Director
and/or to his beneficiary.

     d.  DISABILITY  PROVISIONS.  If  an  Independent  Director's  service  as a
Director is terminated because of his/her disability,  the Independent  Director
shall  receive the Benefit for the  remainder of his/her  life,  with  quarterly
payments to be made to the disabled Independent Director commencing in the first
quarter  following the Director's  termination for  disability.  If the disabled
Independent  Director  should  die before  forty  quarterly  payments  are made,
payments  will  continue  to be made to the  Independent  Director's  designated
beneficiary until the aggregate of forty quarterly payments has been made to the
disabled Independent Director and the Director's designated beneficiary.

     e. DEATH OF INDEPENDENT  DIRECTOR AND  BENEFICIARY.  If,  subsequent to the
death of the Independent  Director,  his/her  designated  beneficiary should die
before a total of forty quarterly Benefit payments are made, the remaining value
of the  Benefit  (which  Benefit  shall in no event  exceed  the  value of forty
quarterly  payments minus the number of payments made) shall be determined as of
the date of the death of the Independent  Director's designated  beneficiary and
shall be paid to the estate of the designated  beneficiary in one lump sum or in
periodic  payments,  with the  determinations  with  respect to the value of the
Benefit and the method and  frequency of payment to be made by the Committee (as
defined in paragraph 8.a.) in its sole discretion.

4.   DESIGNATED BENEFICIARY
     ----------------------

     The beneficiary  referred to in paragraph 3 may be designated or changed by
the Independent  Director without the consent of any prior beneficiary on a form
provided by the  Committee  and  delivered to the  Committee (or its designee as
described  on the form)  before the  Independent  Director's  death.  If no such
beneficiary  shall have been designated,  or if no designated  beneficiary shall
survive the  Independent  Director,  the value or remaining value of the Benefit
(which  Benefit shall in no event exceed the value of forty  quarterly  payments
minus the number of  payments  made) shall be  determined  as of the date of the
death of the Independent Director by the Committee and shall be paid as promptly
as possible in one lump sum to the Independent Director's estate.

5.   DISABILITY
     ----------

     An  Independent  Director  shall be deemed to have become  disabled for the
purposes  of  paragraph  3 if the  Committee  shall find on the basis of medical
evidence satisfactory to it that the Independent Director is disabled,  mentally
or physically, as a result of an accident or illness, so as to be prevented from
performing  each of the duties which are incumbent upon an Independent  Director
in fulfilling his/her responsibilities as such.

6.   PAYMENT OF BENEFIT; ALLOCATION OF COSTS
     ---------------------------------------

     Each Fund is  responsible  for the  payment  of the  amount of the  Benefit
applicable  to the Fund, as well as its  proportionate  share of all expenses of
administration  of the Plan,  including  without  limitation  all accounting and
legal fees and expenses and fees and expenses of any Actuary. The obligations of
each Fund to pay its  proportionate  share of such Benefit and expenses will not
be  secured  or funded in any  manner,  and such  obligations  will not have any
preference over the lawful claims of each Fund's creditors and shareholders.  To
the  extent  that the  Benefit  is paid by more  than one Fund,  such  costs and
expenses  will be allocated  among such Funds in a manner that is  determined by
the Committee to be fair and equitable  under the  circumstances.  To the extent
that one or more of such Funds consist of one or more separate portfolios,  such
costs and expenses allocated to any such Fund will thereafter be allocated among
such  portfolios by the Board of the Fund in a manner that is determined by such
Board to be fair and equitable under the circumstances.
<PAGE>
7.   PAYMENT OF BENEFIT TO FORMER DIRECTORS
     --------------------------------------

     Independent  Directors Daniel D. Chabris and Kenneth T. King, whose Service
Termination  Dates  occurred prior to January 1, 2001,  shall receive  quarterly
Benefit  payments at an annual  rate equal to 50 percent of the annual  retainer
fees and annual board meetings fees which are paid to  Independent  Directors of
the Funds who serve as active Fund Independent Directors.

8.   ADMINISTRATION
     --------------

     a. THE COMMITTEE.  Any question involving  entitlement to payments under or
the administration of the Plan will be referred to a four-person Retirement Plan
Committee (the "Committee")  composed of three Independent  Directors designated
by all of the  Independent  Directors of the Funds and one director of the Funds
who is not an Independent Director, designated by the non-Independent Directors.
Except as otherwise provided herein, the Committee will make all interpretations
and  determinations  necessary or desirable for the Plan's  administration,  and
such interpretations and determinations will be final and conclusive.  Committee
members will be elected annually.

     b. POWERS OF THE COMMITTEE.  The Committee will represent and act on behalf
of the Funds in respect of the Plan and,  subject to the other provisions of the
Plan,  the  Committee  may adopt,  amend or repeal  bylaws or other  regulations
relating  to the  administration  of the Plan,  the  conduct of the  Committee's
affairs,  its rights or  powers,  or the  rights or powers of its  members.  The
Committee  will  report to the  Independent  Directors  and to the Boards of the
Funds from time to time on its  activities in respect of the Plan. The Committee
or  persons  designated  by it  will  cause  such  records  to be kept as may be
necessary for the administration of the Plan.

9.   MISCELLANEOUS PROVISIONS
     ------------------------

     a.  RIGHTS  NOT  ASSIGNABLE.  Other  than as is  specifically  provided  in
paragraph 3, the right to receive any payment under the Plan is not transferable
or  assignable,  and  nothing in the Plan shall  create  any  benefit,  cause of
action, right of sale, transfer,  assignment, pledge, encumbrance, or other such
right in any heirs or the estate of any Independent Director.

     b. AMENDMENT,  ETC. The Committee, with the concurrence of the Board of any
Fund,  may as to the specific  Fund at any time amend or  terminate  the Plan or
waive  any  provision  of the  Plan;  provided,  however,  that  subject  to the
limitations  imposed by paragraph 6, no  amendment,  termination  or waiver will
impair the rights of an Independent Director to receive the payments which would
have been made to such  Independent  Director had there been no such  amendment,
termination, or waiver.  Notwithstanding any other provisions of this Plan which
may imply the  contrary,  amendments  to the Plan which  directly or  indirectly
increase or  otherwise  enhance or improve the Benefit or other Plan  provisions
will be applied prospectively,  but not retroactively,  to Independent Directors
who have reached their Service  Termination Dates and who either are eligible in
the future to receive, or are receiving, the Benefit.

     c. NO RIGHT TO  REELECTION.  Nothing in the Plan will create any obligation
on the part of the Board of any Fund to nominate  any  Independent  Director for
reelection.

     d.  CONSULTING.   Subsequent  to  his/her  Service   Termination  Date,  an
Independent   Director  may  render  such  services  for  any  Fund,   for  such
compensation,  as may be  agreed  upon  from  time to  time by such  Independent
Director and the Board of the Fund which desires to procure such services.

<PAGE>
                                   SCHEDULE A
                                       TO
                          INVESCO FUNDS RETIREMENT PLAN
                            FOR INDEPENDENT DIRECTORS


INVESCO Bond Funds, Inc.

INVESCO Combination Stock & Bond Funds, Inc.

INVESCO Counselor Series Funds, Inc.

INVESCO International Funds, Inc.

INVESCO Money Market Funds, Inc.

INVESCO Sector Funds, Inc.

INVESCO Stock Funds, Inc.

INVESCO Variable Investment Funds, Inc.

INVESCO Treasurer's Series Funds, Inc.
<PAGE>

                                 ATTACHMENT A TO
                          INVESCO FUNDS RETIREMENT PLAN
                            FOR INDEPENDENT DIRECTORS


APPLICABILITY. This Attachment A is applicable only to Independent Directors who
met the Eligible Service requirement for Prior Plan participation on or before
January 1, 2001. The provisions in this Attachment A are not applicable to any
Independent Directors who became eligible to participate in the Prior Plan or
who become eligible to participate in the Plan subsequent to January 1, 2001.

The Independent Directors to whom this Attachment A is applicable, all of whom
are currently serving as directors of the Funds, are: Victor L. Andrews, Bob R.
Baker, Lawrence H. Budner, Fred A. Deering, and John W. McIntyre (each a "PRP"
Independent Director).

PAYMENTS. If a PRP Independent Director's Service Termination Date occurs on a
date not earlier than the last day of the calendar quarter in which such
Director's seventy-second birthday occurs and not later than the last day of the
calendar quarter in which such Director's seventy-fourth birthday occurs, the
PRP Independent Director will receive four successive quarterly payments (the
"First Year Retirement Payments"), with each payment to be $17,000; provided,
however, that each quarterly payment to be made to a PRP Independent Director
who was serving as the Vice Chairman of the Funds on his or her Service
Termination Date shall be $18,500. The first quarterly First Year Retirement
Payment shall be made on the first day of the calendar quarter subsequent to the
PRP Independent Director's Service Termination Date.

BENEFIT. Commencing with the first day of the calendar quarter following the
calendar quarter in which a PRP Independent Director entitled thereto has
received the last of four First Year Retirement Payments, the Independent
Director will receive, for the remainder of his/her life, the Benefit provided
in the Plan.

DEATH PROVISIONS. If a PRP Independent Director dies while in receipt of First
Year Retirement Benefits, the designated beneficiary of the PRP Independent
Director shall receive all remaining First Year Retirement Payments and shall,
commencing with the quarter following the quarter in which the last remaining
First Year Retirement Payment is made, receive the Benefit for a period of ten
years, with quarterly payments to be made to the designated beneficiary.

If a PRP Independent Director's service as a Director is terminated because of
his/her death subsequent to the last day of the calendar quarter in which such
Director's seventy-second birthday occurred and prior to the last day of the
calendar quarter in which such Director's seventy-fourth birthday occurs, the
designated beneficiary of the PRP Independent Director shall receive the First
Year Retirement Payments and shall, commencing with the quarter following the
quarter in which the last First Year Retirement Payment is made, receive the
Benefit for a period of ten years, with quarterly payments to be made to the
designated beneficiary.

DISABILITY PROVISIONS. If a PRP Independent Director's service as a Director is
terminated because of his/her disability subsequent to the last day of the
calendar quarter in which such Director's seventy-second birthday occurred and
prior to the last day of the calendar quarter in which such Director's
seventy-fourth birthday occurs, the PRP Independent Director shall receive the
First Year Retirement Payments and shall, commencing with the quarter following
the quarter in which the last First Year Retirement Payment is made, receive the
Benefit for the remainder of his/her life, with quarterly payments to be made to
the disabled PRP Independent Director. If the disabled PRP Independent Director
should die before the First Year Retirement Payments are completed and before
forty quarterly Benefit payments are made, such payments will continue to be
made to the PRP Independent Director's designated beneficiary until the
aggregate of the First Year Retirement Payments and forty quarterly Benefit
payments have been made to the disabled PRP Independent Director and the
Director's designated beneficiary.
<PAGE>
DEATH OF PRP INDEPENDENT DIRECTOR AND BENEFICIARY. If, subsequent to the death
of the PRP Independent Director, his/her designated beneficiary should die
before the First Year Retirement Payments and/or a total of forty quarterly
Benefit payments are made, the remaining value of the First Year Retirement
Payments and Benefit shall be determined as of the date of the death of the PRP
Independent Director's designated beneficiary and shall be paid to the estate of
the designated beneficiary in one lump sum or in periodic payments, with the
determinations with respect to the value of the First Year Retirement Payments
and Benefit and the method and frequency of payment to be made by the Committee
in its sole discretion.

DESIGNATED BENEFICIARY. If no beneficiary shall have been designated by a PRP
Independent Director in accordance with applicable provisions of the Plan, or if
no designated beneficiary shall survive the PRP Independent Director, the value
or remaining value of the PRP Independent Director's First Year Retirement
Payments and Benefit shall be determined as of the date of the death of the PRP
Independent Director by the Committee and shall be paid as promptly as possible
in one lump sum to the PRP Independent Director's estate.

PAYMENT OF FIRST YEAR RETIREMENT PAYMENTS; ALLOCATION OF COSTS. Each Fund is
responsible for the payment of the amount of the First Year Retirement Payments
applicable to the Fund. The obligations of each Fund to pay its proportionate
share of such First Year Retirement Payments will not be secured or funded in
any manner, and such obligations will not have any preference over the lawful
claims of each Fund's creditors and shareholders. To the extent that the First
Year Retirement Payments are paid by more than one Fund, such costs and expenses
will be allocated among such Funds in a manner that is determined by the
Committee to be fair and equitable under the circumstances.

AMENDMENT. Amendments to the Plan which directly or indirectly increase or
otherwise enhance or improve the First Year Retirement Payments will be applied
prospectively, but not retroactively, to PRP Independent Directors who are
receiving First Year Retirement Payments.