AMENDMENT
This amendment ("Amendment") is entered into as of the 23rd day of May, 2002, by
and between SAFECO Life 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 Fund Participation Agreement
dated April 16, 1998 ("Agreement") and Amendment No. 1 dated October 31,2001;
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. Schedule A of the Agreement is replaced with Schedule A attached hereto.
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.
Except as expressly amended hereby, the Agreement remains in full force and
effect.
INVESCO FUNDS GROUP, INC. INVESCO DISTRIBUTORS, INC.
Signature: /s/Xxxxxx X. Xxxxxx Signature: /s/Xxxxxx X. Xxxxxx
------------------------ ------------------------
Name/Title: Xxxxxx X. Xxxxxx Name/Title: Xxxxxx X. Xxxxxx
Senior Vice President Senior Vice President
INVESCO VARIABLE INVESTMENT FUNDS, INC.
Signature: /s/Xxxxxx X. Xxxxxx
-------------------------
Name/Title: Xxxxxx X. Xxxxxx
Treasurer
SAFECO LIFE INSURANCE COMPANY
Signature: /s/Xxxxx Xxxxxxxxxxxx
------------------------
Name/Title: Xxxxx Xxxxxxxxxxxx
Vice President
SCHEDULE A
ACCOUNTS
Name of Account Date of Resolution of Insurance Company's Board
which Established the Account
1. Separate Account SL November 6,1986
2. SAFECO Resource Variable Account B February 6,1986
3. SAFECO Separate Account C February 11,1994
4. SAFECO SAFEFLEX Separate Account D March 12,1993
(non-registered)
