AMENDMENT NO. 2
                                     TO THE
                         AMENDED AND RESTATED AGREEMENT
                            AND DECLARATION OF TRUST
                                       OF
                                AIM GROWTH SERIES

          This Amendment No. 2 ("Amendment") to the Amended and Restated
Agreement and Declaration of Trust of AIM Growth Series amends, effective as of
May 24, 2006, the Amended and Restated Agreement and Declaration of Trust of AIM
Growth Series (the "Trust") dated as of September 14, 2005 (the "Agreement").

          Under Section 9.7 of the Agreement, a duly authorized officer of the
Trust may execute this Amendment.

          WHEREAS, the Trust desires to amend the Agreement to provide more
flexibility in (i) the timing of automatically converting Class B Shares to
Class A Shares; and (ii) redeeming shares at the option of the Trust;

          NOW, THEREFORE, the Agreement is hereby amended as follows:

     1. Section 2.6(a) of the Agreement is amended and restated to read as
follows:

          Subject to the provisions of paragraph (c) below, all Class B Shares
          other than those purchased through the reinvestment of dividends and
          distributions shall automatically convert to Class A Shares on or
          about the end of the month which is no less than 96 months and no more
          than 97 months after the date on which a Shareholder's order to
          purchase such shares was accepted.

     2. Section 7.3 of the Agreement is amended and restated to read as follows:

          7.3 Redemptions at the Option of the Trust. The Trust shall have the
          right, at its option, upon no less than 30 days notice to the affected
          Shareholder at any time to redeem Shares of any Shareholder at the net
          asset value of such Shares: (A) if at such time such Shareholder owns
          Shares of any Portfolio having an aggregate net asset value of less
          than an amount determined from time to time by the Trustees; or (B) to
          the extent that such Shareholder owns Shares equal to or in excess of
          a percentage of the outstanding Shares of the Trust or of any
          Portfolio, as such percentage may be determined from time to time, in
          each case subject to such terms and conditions as are set forth in the
          registration statement of the Trust in effect from time to time.

     3. Section 7.4 of the Agreement is deleted in its entirety.

     4. All capitalized terms are used herein as defined in the Agreement unless
otherwise defined herein. All references in the Agreement to "this Agreement"
shall mean the Agreement as amended by this Amendment.



     5. Except as specifically amended by this Amendment, the Agreement is
hereby confirmed and remains in full force and effect.

          IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Trust, has executed this Amendment as of May 24, 2006.


                                        By: /s/ Robert H. Graham
                                            ------------------------------------
                                        Name: Robert H. Graham
                                        Title: President


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