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                                                                    EXHIBIT 4.25

                       VOTING AND EXCHANGE TRUST AGREEMENT

     MEMORANDUM OF AGREEMENT made as of the 1st day of August, 2000, between
AMVESCAP PLC, a corporation existing under the laws of England (hereinafter
referred to as "AMVESCAP"), and AMVESCAP INC., a corporation existing under the
laws of Nova Scotia (hereinafter referred to as "EXCHANGECO") and CIBC MELLON
TRUST COMPANY, a trust company incorporated under the laws of Canada
(hereinafter referred to as "TRUSTEE").

     RECITALS:

     (a)  In connection with an amended and restated merger agreement (as
          further amended, supplemented and/or restated, the "MERGER AGREEMENT")
          made as of May 9, 2000 between AMVESCAP and Trimark Financial
          Corporation ("Trimark"), Exchangeco is to issue exchangeable shares to
          certain holders of securities of Trimark pursuant to the plan of
          arrangement contemplated in the Merger Agreement;

     (b)  In connection with an indenture (the "INDENTURE") made as of the date
          hereof among AMVESCAP, Exchangeco and CIBC Mellon Trust Company,
          Exchangeco may issue Exchangeable Shares to holders of 6% equity
          subordinated debentures of Exchangeco which may be issued to certain
          holders of securities of Trimark pursuant to the plan of arrangement
          contemplated by the Merger Agreement; and

     (c)  Pursuant to the Merger Agreement, AMVESCAP and Exchangeco are required
          to execute a voting and exchange trust agreement substantially in the
          form of this Agreement.

     In consideration of the foregoing and the mutual agreements contained
herein (the receipt and adequacy of which are acknowledged), the parties agree
as follows:

                                   ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1 DEFINITIONS

     In this Agreement, the following terms shall have the following meanings:

     "AFFILIATE" has the meaning ascribed thereto in the Securities Act
     (Ontario), as amended.

     "AMVESCAP MEETING" has the meaning ascribed thereto in Section 4.2.

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     "AMVESCAP ORDINARY SHARE" means an ordinary share in the capital of
     AMVESCAP.

     "AMVESCAP SPECIAL VOTING SHARE" means the special voting share in the
     capital of AMVESCAP which entitles the holder of record to a number of
     votes at meetings of holders of AMVESCAP Ordinary Shares equal to the
     number of Exchangeable Shares outstanding from time to time (other than
     Exchangeable Shares held by AMVESCAP and Affiliates of AMVESCAP), which
     share is to be issued to and voted by, the Trustee as described herein.

     "AMVESCAP SUCCESSOR" has the meaning ascribed thereto in Section 12.1(a).

     "ARRANGEMENT" means the arrangement under section 182 of the OBCA on the
     terms and subject to the conditions set out in the Plan of Arrangement.

     "AUTHORIZED INVESTMENTS" means short term interest bearing or discount debt
     obligations issued or guaranteed by the Government of Canada or any
     province thereof or a Canadian chartered bank (which may include an
     Affiliate or related party of the Trustee), maturing not more than one year
     from the date of investment, provided that each such obligation is rated at
     least R1 (middle) by DBRS Inc. or any equivalent rating by Canadian Bond
     Rating Service.

     "AUTOMATIC EXCHANGE RIGHT" means the benefit of the obligation of AMVESCAP
     under Section 5.1 pursuant to which AMVESCAP is required to purchase all or
     any part of the Exchangeable Shares from the holders thereof in exchange
     for AMVESCAP Ordinary Shares upon the occurrence and during the continuance
     of an Insolvency Event.

     "AUTOMATIC EXCHANGE RIGHTS ON LIQUIDATION" means the benefit of the
     obligation of AMVESCAP to effect the automatic exchange of Exchangeable
     Shares for AMVESCAP Ordinary Shares pursuant to Section 5.9.

     "BENEFICIARIES" means the registered holders from time to time of
     Exchangeable Shares, other than AMVESCAP and AMVESCAP's Affiliates,
     provided that a Debentureholder that becomes a registered holder of
     Exchangeable Shares pursuant to the terms of the Indenture shall only
     become a Beneficiary upon surrender of the Certificate of Entitlement
     together with the Debenture (for which such Debentureholder will receive
     such Exchangeable Shares) to which it is attached.

     "BENEFICIARY VOTES" has the meaning ascribed thereto in Section 4.2.

     "BOARD OF DIRECTORS" means the Board of Directors of Exchangeco.

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     "BUSINESS DAY" means any day on which commercial banks are open for
     business in Toronto, Ontario and London, England, other than a Saturday, a
     Sunday or a day observed as a holiday in Toronto, Ontario or London,
     England under applicable laws.

     "CALLCO" means AVZ Callco Inc., a company existing under the laws of Nova
     Scotia, which is a wholly-owned subsidiary of AMVESCAP.

     "CANADIAN DOLLAR EQUIVALENT" means, in respect of an amount expressed in a
     currency other than Canadian dollars (the "FOREIGN CURRENCY AMOUNT") at any
     date, the product obtained by multiplying (a) the Foreign Currency Amount
     by (b) the noon spot exchange rate on such date for such foreign currency
     expressed in Canadian dollars as reported by the Bank of Canada or, in the
     event such spot exchange rate is not available, such exchange rate on such
     date for such foreign currency expressed in Canadian dollars as may be
     determined by the Board of Directors in good faith and in its sole
     discretion to be appropriate for such purpose.

     "CERTIFICATE OF ENTITLEMENT" means the certificate in the form attached
     hereto as Schedule "A" evidencing Rights of Entitlement issued to
     Debentureholders in accordance with the terms of this Agreement
     concurrently with the issuance of Debentures.

     "CURRENT MARKET PRICE" means, in respect of an AMVESCAP Ordinary Share on
     any date, the quotient obtained by dividing (a) the aggregate of the Daily
     Value of Trades for each day during a period of 20 consecutive trading days
     ending not more than three trading days before such date, by (b) the
     aggregate volume of AMVESCAP Ordinary Shares used to calculate such Daily
     Value of Trades.

     "DAILY VALUE OF TRADES" means, in respect of the AMVESCAP Ordinary Shares
     on any trading day, the Canadian Dollar Equivalent of the product of (a)
     the volume weighted average price of AMVESCAP Ordinary Shares on the LSE
     (or, if the AMVESCAP Ordinary Shares are not then listed on the LSE, on
     such other stock exchange or automated quotation system on which the
     AMVESCAP Ordinary Shares are listed or quoted, as the case may be, as may
     be selected by the board of directors of AMVESCAP for such purpose) on such
     date, as determined by Bloomberg L.P. or another reputable, third party
     information source selected by the board of directors of AMVESCAP; and (b)
     the aggregate volume of AMVESCAP Ordinary Shares traded on such day on the
     LSE or such other stock exchange or automated quotation system and used to
     calculate such volume weighted average price; provided that any such
     selections by the board of directors of AMVESCAP shall be conclusive and
     binding.

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     "DEBENTUREHOLDER" has the meaning ascribed thereto in the Indenture.

     "DEBENTURES" has the meaning ascribed thereto in the Indenture.

     "EXCHANGEABLE SHARES" means the non-voting exchangeable shares in the
     capital of Exchangeco, having substantially the rights, privileges,
     restrictions and conditions set out in Appendix I to the Plan of
     Arrangement.

     "INDEMNIFIED PARTIES" has the meaning ascribed thereto in Section 10.1.

     "INSOLVENCY EVENT" means (i) the institution by Exchangeco of any
     proceeding to be adjudicated a bankrupt or insolvent or to be wound up, or
     the consent of Exchangeco to the institution of bankruptcy, insolvency or
     winding-up proceedings against it, or (ii) the filing of a petition, answer
     or consent seeking dissolution or winding-up under any bankruptcy,
     insolvency or analogous laws, including without limitation the Companies
     Creditors' Arrangement Act (Canada) and the Bankruptcy and Insolvency Act
     (Canada), and the failure by Exchangeco to contest in good faith any such
     proceedings commenced in respect of Exchangeco within 30 days of becoming
     aware thereof, or the consent by Exchangeco to the filing of any such
     petition or to the appointment of a receiver, or (iii) the making by
     Exchangeco of a general assignment for the benefit of creditors, or the
     admission in writing by Exchangeco of its inability to pay its debts
     generally as they become due, or (iv) Exchangeco not being permitted,
     pursuant to solvency requirements of applicable law, to redeem any
     Retracted Shares pursuant to section 6(6) of the Share Provisions.

     "LIQUIDATION CALL RIGHT" has the meaning ascribed thereto in the Plan of
     Arrangement.

     "LIQUIDATION EVENT" has the meaning ascribed thereto in Section 5.9(2).

     "LIQUIDATION EVENT EFFECTIVE DATE" has the meaning ascribed thereto in
     Section 5.9(3).

     "LIST" has the meaning ascribed thereto in Section 4.6.

     "LSE" means the London Stock Exchange plc or its successors.

     "OBCA" means the Business Corporations Act (Ontario), as amended.

     "OFFICER'S CERTIFICATE" means, with respect to AMVESCAP or Exchangeco, as
     the case may be, a certificate signed by any officer or director of
     AMVESCAP or Exchangeco, as the case may be.

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     "PERSON" includes any individual, firm, partnership, limited partnership,
     joint venture, venture capital fund, limited liability company, unlimited
     liability company, association, trust, trustee, executor, administrator,
     legal personal representative, estate, group, body corporate, corporation,
     unincorporated association or organization, government body, syndicate or
     other entity, whether or not having legal status.

     "PLAN OF ARRANGEMENT" means the plan of arrangement in the form and content
     of Schedule B to the Merger Agreement and any amendments or variations
     thereto made in accordance with section 6.1 of the Merger Agreement or
     Article 6 of the Plan of Arrangement or made at the direction of the Court.

     "REDEMPTION CALL RIGHT" has the meaning ascribed thereto in the Plan of
     Arrangement.

     "RETRACTED SHARES" has the meaning ascribed thereto in Section 6(1)(a) of
     the Share Provisions.

     "RETRACTION CALL RIGHT" has the meaning ascribed thereto in the Share
     Provisions.

     "RIGHTS OF ENTITLEMENT" mean the right of a Debentureholder, at the time
     such Debentureholder becomes a registered holder of Exchangeable Shares as
     a result of:

          (a)  the exercise by Exchangeco of its share redemption right pursuant
               to section 3.6 of the Indenture or its share repayment right
               pursuant to section 4.3 of the Indenture,

          (b)  the conversion of Debentures by such Debentureholder pursuant to
               article 4 of the Indenture, or

          (c)  such other event that results in such Debentureholder receiving
               Exchangeable Shares in return for its Debentures under the terms
               of the Indenture,

     to become a Beneficiary under this Agreement, for no additional
     consideration, upon surrender to the trustee under the Indenture of the
     Certificate of Entitlement together with the Debenture (for which such
     Debentureholder will receive such Exchangeable Shares) to which it is
     attached.

     "SHARE PROVISIONS" means the rights, privileges, restrictions and
     conditions attaching to the Exchangeable Shares.

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     "STAMP TAXES" means all stamp, registration and transfer taxes and duties
     or their equivalents in all jurisdictions where such taxes and duties are
     payable as a result of any of the transactions contemplated by this
     Agreement including, without limitation, United Kingdom stamp duty and
     stamp duty reserve tax.

     "SUPPORT AGREEMENT" means that certain support agreement made as of even
     date herewith between Exchangeco, Callco and AMVESCAP in the form of
     Schedule D to the Merger Agreement, as amended in accordance with the terms
     of the Support Agreement.

     "TRUST" means the trust created by this Agreement.

     "TRUST ESTATE" means the AMVESCAP Special Voting Share, any other
     securities, the Automatic Exchange Right, the Automatic Exchange Rights on
     Liquidation and any money or other property which may be held by the
     Trustee from time to time pursuant to this Agreement.

     "TRUSTEE" means CIBC Mellon Trust Company and, subject to the provisions of
     Article 11, includes any successor trustee.

     "VOTING RIGHTS" means the voting rights attached to the AMVESCAP Special
     Voting Share.

SECTION 1.2 INTERPRETATION NOT AFFECTED BY HEADINGS, ETC.

          The division of this Agreement into Articles, Sections and other
portions and the insertion of headings are for convenience of reference only and
should not affect the construction or interpretation of this Agreement. Unless
otherwise indicated, all references to an "ARTICLE" or "SECTION" followed by a
number and/or a letter refer to the specified Article or Section of this
Agreement. The terms "THIS AGREEMENT", "HEREOF", "HEREIN" and "HEREUNDER" and
similar expressions refer to this Agreement and not to any particular Article,
Section or other portion hereof and include any agreement or instrument
supplementary or ancillary hereto.

SECTION 1.3 NUMBER, GENDER, ETC.

          Words importing the singular number only shall include the plural and
vice versa. Words importing any gender shall include all genders.

SECTION 1.4 DATE FOR ANY ACTION

          If any date on which any action is required to be taken under this
Agreement is not a Business Day, such action shall be required to be taken on
the next succeeding Business Day.

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                                   ARTICLE 2
                              PURPOSE OF AGREEMENT

SECTION 2.1 ESTABLISHMENT OF TRUST

          The purpose of this Agreement is to create the Trust for the benefit
of the Beneficiaries, as herein provided. The Trustee will hold the AMVESCAP
Special Voting Share in order to enable the Trustee to exercise the Voting
Rights and will hold the Automatic Exchange Right and the Automatic Exchange
Rights on Liquidation in order to enable the Trustee to exercise such rights, in
each case as trustee for and on behalf of the Beneficiaries as provided in this
Agreement.

                                   ARTICLE 3
                          AMVESCAP SPECIAL VOTING SHARE

SECTION 3.1 ISSUE AND OWNERSHIP OF THE AMVESCAP SPECIAL VOTING SHARE

          Immediately following execution of this Agreement, AMVESCAP shall
issue to the Trustee the AMVESCAP Special Voting Share (and shall deliver the
certificate representing such share to the Trustee) to be hereafter held of
record by the Trustee as trustee for and on behalf of, and for the use and
benefit of, the Beneficiaries and in accordance with the provisions of this
Agreement. AMVESCAP hereby acknowledges receipt from the Trustee as trustee for
and on behalf of the Beneficiaries of good and valuable consideration (and the
adequacy thereof) for the issuance of the AMVESCAP Special Voting Share by
AMVESCAP to the Trustee. During the term of the Trust and subject to the terms
and conditions of this Agreement, the Trustee shall possess and be vested with
full legal ownership of the AMVESCAP Special Voting Share and shall be entitled
to exercise all of the rights and powers of an owner with respect to the
AMVESCAP Special Voting Share provided that the Trustee shall:

          (a)  hold the AMVESCAP Special Voting Share and the legal title
               thereto as trustee solely for the use and benefit of the
               Beneficiaries in accordance with the provisions of this
               Agreement; and

          (b)  except as specifically authorized by this Agreement, have no
               power or authority to sell, transfer, vote or otherwise deal in
               or with the AMVESCAP Special Voting Share and the AMVESCAP
               Special Voting Share shall not be used or disposed of by the
               Trustee for any purpose other than the purposes for which this
               Trust is created pursuant to this Agreement.

SECTION 3.2 LEGENDED SHARE CERTIFICATES

          Exchangeco will cause each certificate representing Exchangeable
Shares to bear an appropriate legend notifying the Beneficiaries of their right
to instruct the

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Trustee with respect to the exercise of the Voting Rights in respect of the
Exchangeable Shares of the Beneficiaries.

SECTION 3.3 SAFE KEEPING OF CERTIFICATE

          The certificate representing the AMVESCAP Special Voting Share shall
at all times be held in safe keeping by the Trustee or it duly authorized agent.

                                   ARTICLE 4
                            EXERCISE OF VOTING RIGHTS

SECTION 4.1 VOTING RIGHTS

          The Trustee, as the holder of record of the AMVESCAP Special Voting
Share, shall be entitled to all of the Voting Rights, including the right to
vote in person or by proxy attaching to the AMVESCAP Special Voting Share on any
matters, questions, proposals or propositions whatsoever that may properly come
before the shareholders of AMVESCAP at an AMVESCAP Meeting. The Voting Rights
shall be and remain vested in and exercised by the Trustee subject to the terms
of this Agreement. Subject to Section 8.15:

          (a)  the Trustee shall exercise the Voting Rights only on the basis of
               instructions received pursuant to this Article 4 from
               Beneficiaries on the record date established by AMVESCAP or by
               applicable law for such AMVESCAP Meeting who are entitled to
               instruct the Trustee as to the voting thereof; and

          (b)  to the extent that no instructions are received from a
               Beneficiary with respect to the Voting Rights to which such
               Beneficiary is entitled, the Trustee shall not exercise or permit
               the exercise of such Voting Rights.

SECTION 4.2 NUMBER OF VOTES

(1)  With respect to all meetings of shareholders of AMVESCAP at which holders
     of AMVESCAP Ordinary Shares are entitled to vote (each, an "AMVESCAP
     MEETING"), each Beneficiary shall be entitled to instruct the Trustee to
     cast and exercise the votes comprised in the Voting Rights for each
     Exchangeable Share owned of record by such Beneficiary on the record date
     established by AMVESCAP or by applicable law for such AMVESCAP Meeting (the
     "Beneficiary Votes"), in respect of each matter, question, proposal or
     proposition to be voted on at such AMVESCAP Meeting.

(2)  The Voting Rights on a poll at an AMVESCAP Meeting shall consist of a
     number of votes equal to one for every four outstanding Exchangeable Shares
     from time to time not owned by AMVESCAP and its Affiliates and for which
     the Trustee has received voting instructions from the Beneficiary. Pursuant
     to

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          the terms of the Special Voting Share, the Trustee or its proxy is
          entitled on a vote on a show of hands to one vote in addition to any
          votes which may be cast by a Beneficiary (or its nominee) on a show of
          hands as proxy for the Trustee. Any Beneficiary who chooses to attend
          an AMVESCAP Meeting in person and who is entitled to vote in
          accordance with section 4.8(2) will be entitled to one vote on a show
          of hands.

     SECTION 4.3 MAILINGS TO SHAREHOLDERS

     (1)  With respect to each AMVESCAP Meeting, the Trustee will use its
          reasonable efforts promptly to mail or cause to be mailed (or
          otherwise communicate in the same manner as AMVESCAP utilizes in
          communications to holders of AMVESCAP Ordinary Shares subject to
          applicable regulatory requirements and provided that such manner of
          communications is reasonably available to the Trustee) to each of the
          Beneficiaries named in the List, such mailing or communication to
          commence wherever practicable on the same day as the mailing or notice
          (or other communication) with respect thereto is commenced by AMVESCAP
          to its shareholders:

          (a)  a copy of such notice, together with any related materials,
               including, without limitation, any circular or information
               statement or listing particulars, to be provided to shareholders
               of AMVESCAP;

          (b)  a statement that such Beneficiary is entitled to instruct the
               Trustee as to the exercise of the Beneficiary Votes with respect
               to such AMVESCAP Meeting or, pursuant to Section 4.7, to attend
               such AMVESCAP Meeting and to exercise personally the Beneficiary
               Votes thereat;

          (c)  a statement as to the manner in which such instructions may be
               given to the Trustee, including an express indication that
               instructions may be given to the Trustee to give:

               (i)  a proxy to such Beneficiary or his, her or its designee to
                    exercise personally the Beneficiary Votes; or

               (ii) a proxy to a designated agent or other representative of
                    AMVESCAP to exercise such Beneficiary Votes;

          (d)  a statement that if no such instructions are received from the
               Beneficiary, the Beneficiary Votes to which such Beneficiary is
               entitled will not be exercised;

          (e)  a form of direction whereby the Beneficiary may so direct and
               instruct the Trustee as contemplated herein; and

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          (f)  a statement of the time and date by which such instructions must
               be received by the Trustee in order to be binding upon it, which
               in the case of an AMVESCAP Meeting shall not be earlier than the
               close of business on the fourth Business Day prior to such
               meeting, and of the method for revoking or amending such
               instructions.

     (2)  The materials referred to in this Section 4.3 are to be provided to
          the Trustee by AMVESCAP, and the materials referred to in Section
          4.3(1)(c), Section 4.3(1)(e) and Section 4.3(1)(f) shall (if
          reasonably practicable to do so) be subject to reasonable comment by
          the Trustee in a timely manner. Subject to the foregoing, AMVESCAP
          shall ensure that the materials to be provided to the Trustee are
          provided in sufficient time to permit the Trustee to comment as
          aforesaid and to send all materials to each Beneficiary at the same
          time as such materials are first sent to holders of AMVESCAP Ordinary
          Shares. AMVESCAP agrees not to communicate with holders of AMVESCAP
          Ordinary Shares with respect to the materials referred to in this
          Section 4.3 otherwise than by mail unless such method of communication
          is also reasonably available to the Trustee for communication with the
          Beneficiaries.

     (3)  For the purpose of determining Beneficiary Votes to which a
          Beneficiary is entitled in respect of any AMVESCAP Meeting, the number
          of Exchangeable Shares owned of record by the Beneficiary shall be
          determined at the close of business on the record date established by
          AMVESCAP or by applicable law for purposes of determining shareholders
          entitled to vote at such AMVESCAP Meeting. AMVESCAP will notify the
          Trustee of any decision of the board of directors of AMVESCAP with
          respect to the calling of any AMVESCAP Meeting and shall provide all
          necessary information and materials to the Trustee in each case
          promptly and in any event in sufficient time to enable the Trustee to
          perform its obligations contemplated by this Section 4.3.

SECTION 4.4 COPIES OF SHAREHOLDER INFORMATION

          AMVESCAP will deliver to the Trustee copies of all proxy materials
(including notices of AMVESCAP Meetings but excluding proxies to vote AMVESCAP
Ordinary Shares), information statements, reports (including, without
limitation, all interim and annual financial statements) and other written
communications that, in each case, are to be distributed by AMVESCAP from time
to time to holders of AMVESCAP Ordinary Shares in sufficient quantities and in
sufficient time so as to enable the Trustee to send those materials to each
Beneficiary at the same time as such materials are first sent to holders of
AMVESCAP Ordinary Shares. The Trustee will mail or otherwise send to each
Beneficiary, at the expense of AMVESCAP, copies of all such materials (and all
materials specifically directed to the Beneficiaries or to the Trustee for the
benefit of the Beneficiaries by AMVESCAP)

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received by the Trustee from AMVESCAP contemporaneously with the sending of such
materials to holders of AMVESCAP Ordinary Shares. The Trustee will also make
available for inspection by any Beneficiary at the Trustee's principal office in
Toronto all proxy materials, information statements, reports and other written
communications that are:

          (a)  received by the Trustee as the registered holder of the AMVESCAP
               Special Voting Share and made available by AMVESCAP generally to
               the holders of AMVESCAP Ordinary Shares; or

          (b)  specifically directed to the Beneficiaries or to the Trustee for
               the benefit of the Beneficiaries by AMVESCAP.

SECTION 4.5 OTHER MATERIALS

          As soon as reasonably practicable after receipt by AMVESCAP or
shareholders of AMVESCAP (if such receipt is known by AMVESCAP) of any material
sent or given by or on behalf of a third party to holders of AMVESCAP Ordinary
Shares generally, including without limitation, dissident proxy and information
circulars (and related information and material) and take-over bid and
securities exchange take-over bid circulars (and related information and
material), provided such material has not been sent to the Beneficiaries by or
on behalf of such third party, AMVESCAP shall use its reasonable efforts to
obtain and deliver to the Trustee copies thereof in sufficient quantities so as
to enable the Trustee to forward such material (unless the same has been
provided directly to Beneficiaries by such third party) to each Beneficiary as
soon as possible thereafter. As soon as reasonably practicable after receipt
thereof, the Trustee will mail or otherwise send to each Beneficiary, at the
expense of AMVESCAP, copies of all such materials received by the Trustee from
AMVESCAP. The Trustee will also make available for inspection by any Beneficiary
at the Trustee's principal office in Toronto copies of all such materials.

SECTION 4.6 LIST OF PERSONS ENTITLED TO VOTE

          Exchangeco shall, (a) prior to each annual, general and extraordinary
AMVESCAP Meeting and (b) forthwith upon each request made at any time by the
Trustee in writing, prepare or cause to be prepared a list (a "LIST") of the
names and addresses of the Beneficiaries arranged in alphabetical order and
showing the number of Exchangeable Shares held of record by each such
Beneficiary, in each case at the close of business on the date specified by the
Trustee in such request or, in the case of a List prepared in connection with an
AMVESCAP Meeting, at the close of business on the record date established by
AMVESCAP or pursuant to applicable law for determining the holders of AMVESCAP
Ordinary Shares entitled to receive notice of and/or to vote at such AMVESCAP
Meeting. Each such List shall be delivered to the Trustee promptly after receipt
by Exchangeco of such request or the

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record date for such meeting and in any event within sufficient time as to
permit the Trustee to perform its obligations under this Agreement. AMVESCAP
agrees to give Exchangeco notice (with a copy to the Trustee) of the calling of
any AMVESCAP Meeting, together with the record date therefor, sufficiently prior
to the date of the calling of such meeting so as to enable Exchangeco to perform
its obligations under this Section 4.6.

SECTION 4.7 ENTITLEMENT TO DIRECT VOTES

          Subject to Sections 4.8 and 4.11, any Beneficiary named in a List
prepared in connection with any AMVESCAP Meeting will be entitled (a) to
instruct the Trustee in the manner described in Section 4.3 with respect to the
exercise of the Beneficiary Votes to which such Beneficiary is entitled or (b)
to attend such meeting and personally exercise thereat, as the proxy of the
Trustee, the Beneficiary Votes to which such Beneficiary is entitled.

SECTION 4.8 VOTING BY TRUSTEE AND ATTENDANCE OF TRUSTEE REPRESENTATIVE AT
            MEETING

(1)  In connection with each AMVESCAP Meeting, the Trustee shall exercise,
     either in person or by proxy, in accordance with the instructions received
     from a Beneficiary pursuant to Section 4.3, the Beneficiary Votes as to
     which such Beneficiary is entitled to direct the vote (or any lesser number
     thereof as may be set forth in the instructions) other than any Beneficiary
     Votes the subject of section 4.8(2); provided, however, that such written
     instructions are received by the Trustee from the Beneficiary prior to the
     time and date fixed by the Trustee for receipt of such instruction in the
     notice given by the Trustee to the Beneficiary pursuant to Section 4.3.

(2)  The Trustee shall cause a representative who is empowered by it to sign and
     deliver, on behalf of the Trustee, proxies for Voting Rights to attend each
     AMVESCAP Meeting. Upon submission by a Beneficiary (or its designee) named
     in the List prepared in connection with the relevant meeting of
     identification satisfactory to the Trustee's representative, and at the
     Beneficiary's request, such representative shall sign and deliver to such
     Beneficiary (or its designee) a proxy to exercise personally the
     Beneficiary Votes as to which such Beneficiary is otherwise entitled
     hereunder to direct the vote, if such Beneficiary either (i) has not
     previously given the Trustee instructions pursuant to Section 4.3 in
     respect of such meeting or (ii) submits to such representative written
     revocation of any such previous instructions. At such meeting, the
     Beneficiary (or its designee) exercising such Beneficiary Votes in
     accordance with such proxy shall have the same rights in respect of such
     Beneficiary Votes as the Trustee to speak at the meeting in favour of any
     matter, question, proposal or proposition, to vote by way of ballot at the
     meeting in respect of any matter, question, proposal or proposition, and to

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               vote at such meeting by way of a show of hands in respect of any
               matter, question or proposition.

SECTION 4.9 DISTRIBUTION OF WRITTEN MATERIALS

          Any written materials distributed by the Trustee pursuant to this
Agreement shall be sent by mail (or otherwise communicated in the same manner as
AMVESCAP utilizes in communications to holders of AMVESCAP Ordinary Shares
subject to applicable regulatory requirements and provided such manner of
communications is reasonably available to the Trustee) to each Beneficiary at
its address as shown on the books of Exchangeco. AMVESCAP agrees not to
communicate with holders of AMVESCAP Ordinary Shares with respect to such
written materials otherwise than by mail unless such method of communication is
also reasonably available to the Trustee for communication with the
Beneficiaries. Exchangeco shall provide or cause to be provided to the Trustee
for purposes of communication, on a timely basis and without charge or other
expense:

          (a)  a current List; and

          (b)  upon the request of the Trustee, mailing labels to enable the
               Trustee to carry out its duties under this Agreement.

SECTION 4.10 TERMINATION OF VOTING RIGHTS

          All of the rights of a Beneficiary with respect to the Beneficiary
Votes exercisable in respect of the Exchangeable Shares held by such
Beneficiary, including the right to instruct the Trustee as to the voting of or
to vote personally such Beneficiary Votes, shall be deemed to be surrendered by
the Beneficiary to AMVESCAP or Callco, as the case may be, and such Beneficiary
Votes and the Voting Rights represented thereby shall cease immediately upon (i)
the delivery by such holder to the Trustee of the certificates representing such
Exchangeable Shares in connection with the occurrence of the automatic exchange
of Exchangeable Shares for AMVESCAP Ordinary Shares, as specified in Article 5
(unless AMVESCAP shall not have delivered the requisite AMVESCAP Ordinary Shares
issuable in exchange therefor to the Trustee pending delivery to the
Beneficiaries), or (ii) the retraction or redemption of Exchangeable Shares
pursuant to section 6 or 7 of the Share Provisions, or (iii) the effective date
of the liquidation, dissolution or winding-up of Exchangeco pursuant to section
5 of the Share Provisions, or (iv) the purchase of Exchangeable Shares from the
holder thereof by Callco pursuant to the exercise by Callco of the Retraction
Call Right, the Redemption Call Right or the Liquidation Call Right.

SECTION 4.11 DISCLOSURE OF INTEREST IN EXCHANGEABLE SHARES

The Trustee and/or Exchangeco shall be entitled to require any Beneficiary or
any person who the Trustee and/or Exchangeco know or have reasonable cause to

<PAGE>   14
                                      -14-

believe to hold any interest whatsoever in an Exchangeable Share to confirm that
fact or to give such details as to whom has an interest in such Exchangeable
Share as would be required (if the Exchangeable Shares were a class of "equity
shares" of Exchangeco) under section 101 of the Securities Act (Ontario), as
amended from time to time, or as would be required under the articles of
AMVESCAP or any laws or regulations, or pursuant to the rules or regulations of
any regulatory authority, of the United Kingdom if the Exchangeable Shares were
AMVESCAP Ordinary Shares. If a Beneficiary does not provide the information
required to be provided by such Beneficiary pursuant to this Section 4.11, the
board of directors of AMVESCAP may take any action permitted under the articles
of AMVESCAP or any laws or regulations, or pursuant to the rules or regulations
of any regulatory authority, of the United Kingdom with respect to the Voting
Rights relating to the Exchangeable Shares held by such Beneficiary.

                                   ARTICLE 5
                               AUTOMATIC EXCHANGE

SECTION 5.1 AUTOMATIC EXCHANGE

(1)  AMVESCAP hereby agrees with the Trustee as trustee for and on behalf of,
     and for the use and benefit of, the Beneficiaries that the Trustee shall
     have (i) the Automatic Exchange Right, and (ii) the Automatic Exchange
     Rights on Liquidation, all in accordance with the provisions of this
     Agreement. The Automatic Exchange Right shall represent an agreement on the
     terms set out herein between AMVESCAP and the Trustee (acting on behalf of
     the Beneficiaries) that upon the occurrence of an Insolvency Event,
     AMVESCAP will purchase from each and every Beneficiary all of the
     Exchangeable Shares held by such Beneficiary. The Automatic Exchange Rights
     on Liquidation shall represent an agreement on the terms set out herein
     between AMVESCAP and the Trustee (acting on behalf of the Beneficiaries)
     that AMVESCAP will purchase from each and every Beneficiary all of the
     outstanding Exchangeable Shares held by such Beneficiary on the fifth
     Business Day prior to the Liquidation Event Effective Date. AMVESCAP hereby
     acknowledges receipt from the Trustee as trustee for and on behalf of the
     Beneficiaries of good and valuable consideration (and the adequacy thereof)
     for agreeing with the Trustee (acting on behalf of the Beneficiaries) to be
     bound by the Automatic Exchange Right and the Automatic Exchange Rights on
     Liquidation.

(2)  During the term of the Trust and subject to the terms and conditions of
     this Agreement, the Trustee shall possess and be vested with full legal
     ownership of the Automatic Exchange Right and the Automatic Exchange Rights
     on

<PAGE>   15
                                      -15-

          Liquidation and shall be entitled to exercise all of the rights and
          powers of an owner with respect to the Automatic Exchange Right and
          the Automatic Exchange Rights on Liquidation, provided that the
          Trustee shall:

     (a)  hold the Automatic Exchange Right and the Automatic Exchange Rights on
          Liquidation and the legal title thereto as trustee solely for the use
          and benefit of the Beneficiaries in accordance with the provisions of
          this Agreement; and

     (b)  except as specifically authorized by this Agreement, have no power or
          authority to exercise or otherwise deal in or with the Automatic
          Exchange Right or the Automatic Exchange Rights on Liquidation, and
          the Trustee shall not exercise any such rights for any purpose other
          than the purposes for which the Trust is created pursuant to this
          Agreement.

(3)  The obligations of AMVESCAP to issue AMVESCAP Ordinary Shares pursuant to
     the Automatic Exchange Right or the Automatic Exchange Rights on
     Liquidation are subject to all applicable laws and regulatory or stock
     exchange requirements.

SECTION 5.2 LEGENDED SHARE CERTIFICATES

          Exchangeco will cause each certificate representing Exchangeable
Shares to bear an appropriate legend notifying the Beneficiaries of the
Automatic Exchange Right and the Automatic Exchange Rights on Liquidation.

SECTION 5.3 AUTOMATIC EXCHANGE RIGHT

(1)  The purchase price payable by AMVESCAP for each Exchangeable Share to be
     purchased by AMVESCAP under the Automatic Exchange Right shall be an amount
     per share equal to (i) the Current Market Price of an AMVESCAP Ordinary
     Share on the last Business Day prior to the day of closing of the purchase
     and sale of such Exchangeable Share under the Automatic Exchange Right,
     which shall be satisfied in full by AMVESCAP causing to be delivered to
     such holder one AMVESCAP Ordinary Share, plus (ii) to the extent not paid
     by Exchangeco on the designated payment date therefor, an additional amount
     equal to and in full satisfaction of the full amount of all declared and
     unpaid dividends on each such Exchangeable Share held by such holder on any
     dividend record date which occurred prior to the closing of the purchase
     and sale. In connection with each exercise of the Automatic Exchange Right,
     AMVESCAP shall provide to the Trustee an Officer's Certificate setting
     forth the calculation of the purchase price for each Exchangeable Share.
     The purchase price for each such Exchangeable Share so purchased may be
     satisfied only by AMVESCAP issuing and delivering or causing to be

<PAGE>   16
                                      -16-

          delivered to the Trustee, on behalf of the relevant Beneficiary, one
          AMVESCAP Ordinary Share and on the applicable payment date a cheque
          for the balance, if any, of the purchase price, in each case less any
          amounts withheld pursuant to Section 5.10. Upon payment by AMVESCAP of
          such purchase price the relevant Beneficiary shall cease to have any
          right to be paid by Exchangeco any amount in respect of declared and
          unpaid dividends on each such Exchangeable Share.

     (2)  Immediately upon the occurrence of an Insolvency Event, the closing of
          the transaction of purchase and sale contemplated by the Automatic
          Exchange Right shall be deemed to have occurred, and each Beneficiary
          shall be deemed to have transferred to AMVESCAP all of the
          Beneficiary's right, title and interest in and to such Beneficiary's
          Exchangeable Shares free and clear of any lien, claim or encumbrance
          and the related interest in the Trust Estate, any right of each such
          Beneficiary to receive declared and unpaid dividends from Exchangeco
          shall be deemed to be satisfied and discharged and each such
          Beneficiary shall cease to be a holder of such Exchangeable Shares and
          AMVESCAP shall issue to the Beneficiary the AMVESCAP Ordinary Shares
          issuable upon the automatic exchange of Exchangeable Shares for
          AMVESCAP Ordinary Shares and on the applicable payment date shall
          deliver to the Trustee for delivery to the Beneficiary a cheque for
          the balance, if any, of the total purchase price for such Exchange
          Shares, without interest, in each case less any amounts withheld
          pursuant to Section 5.10. Concurrently with such Beneficiary ceasing
          to be a holder of Exchangeable Shares, the Beneficiary shall become
          the holder of the AMVESCAP Ordinary Shares issued pursuant to the
          automatic exchange of such Beneficiary's Exchangeable Shares for
          AMVESCAP Ordinary Shares and the certificates held by the Beneficiary
          previously representing the Exchangeable Shares exchanged by the
          Beneficiary with AMVESCAP pursuant to such automatic exchange shall
          thereafter be deemed to represent AMVESCAP Ordinary Shares issued to
          the Beneficiary by AMVESCAP pursuant to such automatic exchange. Upon
          the request of a Beneficiary and the surrender by the Beneficiary of
          Exchangeable Share certificates deemed to represent AMVESCAP Ordinary
          Shares, duly endorsed in blank and accompanied by such instruments of
          transfer as AMVESCAP may reasonably require, AMVESCAP shall deliver or
          cause to be delivered to the Beneficiary certificates representing the
          AMVESCAP Ordinary Shares of which the Beneficiary is the holder.

SECTION 5.4 FAILURE TO RETRACT

          Upon the occurrence of an event referred to in paragraph (iv) of the
definition of Insolvency Event, Exchangeco hereby agrees with the Trustee and in
favour of the Beneficiary promptly to forward or cause to be forwarded to the
Trustee all relevant

<PAGE>   17
                                      -17-

materials delivered by the Beneficiary to Exchangeco or to the transfer agent of
the Exchangeable Shares (including without limitation, a copy of the retraction
request delivered pursuant to section 6(1) of the Share Provisions) in
connection with such proposed redemption of the Retracted Shares.

SECTION 5.5 STAMP TAXES

          Upon any sale of Exchangeable Shares to AMVESCAP pursuant to the
Automatic Exchange Right or the Automatic Exchange Rights on Liquidation, the
share certificate or certificates representing AMVESCAP Ordinary Shares to be
delivered in connection with the payment of the total purchase price therefor
shall be registered in the name of the Beneficiary of the Exchangeable Shares so
sold or in such names as such Beneficiary may otherwise direct in writing
provided such direction is received by AMVESCAP prior to the time such shares
are issued without charge to the holder of the Exchangeable Shares so sold;
provided, however, that such Beneficiary (a) shall pay (and none of AMVESCAP,
Exchangeco or the Trustee shall be required to pay) any Stamp Taxes that may be
payable in respect of any transfer of such Exchangeable Shares to AMVESCAP or in
respect of the issuance or delivery of such AMVESCAP Ordinary Shares to such
Beneficiary or any other person including, without limitation, in the event that
AMVESCAP Ordinary Shares are being issued or transferred in the name of a
clearing service or depositary or a nominee thereof, and (b) shall have
evidenced to the satisfaction of the Trustee, AMVESCAP and Exchangeco that such
Stamp Taxes, if any, have been paid.

SECTION 5.6 NOTICE OF INSOLVENCY EVENT

          As soon as practicable following the occurrence of an Insolvency Event
or any event that with the giving of notice or the passage of time or both would
be an Insolvency Event, Exchangeco and AMVESCAP shall give written notice
thereof to the Trustee. As soon as practicable following the receipt of notice
from Exchangeco and AMVESCAP of the occurrence of an Insolvency Event, or upon
the Trustee becoming aware of an Insolvency Event, the Trustee will mail to each
Beneficiary, at the expense of AMVESCAP (such funds to be received in advance),
a notice of such Insolvency Event in the form provided by AMVESCAP, which notice
shall contain a brief statement of the rights of the Beneficiaries with respect
to the Automatic Exchange Right.

SECTION 5.7 LISTING OF AMVESCAP ORDINARY SHARES

          AMVESCAP covenants that if any AMVESCAP Ordinary Shares to be issued
and delivered pursuant to the Automatic Exchange Right or the Automatic Exchange
Rights on Liquidation require registration or qualification with or approval of
or the filing of any document, including any prospectus or similar document, or
the taking of any proceeding with or the obtaining of any order, ruling or
consent from any governmental or regulatory authority or stock exchange under
any United Kingdom or Canadian federal, provincial or territorial law or
regulation

<PAGE>   18
                                      -18-

or pursuant to the rules and regulations of any regulatory authority or the
fulfillment of any other United Kingdom or Canadian legal requirement before
such shares may be issued and delivered by AMVESCAP to the initial holder
thereof or in order that such shares may be freely traded thereafter (other than
any restrictions of general application on transfer by reason of a holder being
a "CONTROL PERSON" or the equivalent of AMVESCAP for purposes of Canadian
securities law or any United Kingdom equivalent), AMVESCAP will expeditiously
and in good faith take all such actions and do all such things as are reasonably
necessary or desirable to cause such AMVESCAP Ordinary Shares to be and remain
duly registered, qualified or approved. AMVESCAP will expeditiously and in good
faith take all such actions and do all such things as are reasonably necessary
or desirable to cause all AMVESCAP Ordinary Shares to be delivered pursuant to
the Automatic Exchange Right or the Automatic Exchange Rights on Liquidation to
be listed, quoted or posted for trading on all stock exchanges and quotation
systems on which issued AMVESCAP Ordinary Shares have been listed by AMVESCAP
and remain listed and are quoted or posted for trading at such time.

SECTION 5.8 AMVESCAP ORDINARY SHARES

          AMVESCAP hereby represents, warrants and covenants that the AMVESCAP
Ordinary Shares issuable as described herein will be duly authorized and validly
issued as fully paid and shall be free and clear of any lien, claim or
encumbrance.

SECTION 5.9 AUTOMATIC EXCHANGE ON LIQUIDATION OF AMVESCAP

(1)  AMVESCAP will give the Trustee written notice of each of the following
     events at the time set forth below:

     (a)  in the event of any determination by the board of directors of
          AMVESCAP to institute voluntary liquidation, dissolution or winding-up
          proceedings with respect to AMVESCAP or to effect any other
          distribution of assets of AMVESCAP among its shareholders for the
          purpose of winding up its affairs, at least 60 days prior to the
          proposed effective date of such liquidation, dissolution, winding-up
          or other distribution; and

     (b)  as soon as practicable following the earlier of (A) receipt by
          AMVESCAP of notice of, and (B) AMVESCAP otherwise becoming aware of
          any instituted claim, suit, petition or other proceedings with respect
          to the involuntary liquidation, dissolution or winding-up of AMVESCAP
          or to effect any other distribution of assets of AMVESCAP among its
          shareholders for the purpose of winding up its affairs, in each case
          where AMVESCAP has failed to contest in good faith any such proceeding
          commenced in respect of AMVESCAP within 30 days of becoming aware
          thereof.

<PAGE>   19
                                      -19-

     (2)  As soon as practicable following receipt by the Trustee from AMVESCAP
          of notice of any event (a "LIQUIDATION EVENT") contemplated by Section
          5.9(1)(a) or 5.9(1)(b), the Trustee will give notice thereof to the
          Beneficiaries. Such notice shall be provided to the Trustee by
          AMVESCAP and shall include a brief description of the automatic
          exchange of Exchangeable Shares for AMVESCAP Ordinary Shares provided
          for in Section 5.9(3).

     (3)  In order that the Beneficiaries will be able to participate on a pro
          rata basis with the holders of AMVESCAP Ordinary Shares in the
          distribution of assets of AMVESCAP in connection with a Liquidation
          Event, on the fifth Business Day prior to the effective date (the
          "LIQUIDATION EVENT EFFECTIVE DATE") of a Liquidation Event, all of the
          then outstanding Exchangeable Shares shall be automatically exchanged
          for AMVESCAP Ordinary Shares. To effect such automatic exchange,
          AMVESCAP shall purchase on the fifth Business Day prior to the
          Liquidation Event Effective Date each Exchangeable Share then
          outstanding and held by Beneficiaries, and each Beneficiary shall sell
          the Exchangeable Shares held by it at such time, free and clear of any
          lien, claim or encumbrance, for a purchase price per share equal to
          (i) the Current Market Price of an AMVESCAP Ordinary Share on the
          fifth Business Day prior to the Liquidation Event Effective Date,
          which shall be satisfied in full by AMVESCAP issuing to the
          Beneficiary one AMVESCAP Ordinary Share, plus (ii) to the extent not
          paid by Exchangeco on the designated payment date therefor, an
          additional amount equal to and in full satisfaction of the full amount
          of all declared and unpaid dividends on each such Exchangeable Share
          held by such holder on any dividend record date which occurred prior
          to the date of the exchange. AMVESCAP shall provide the Trustee with
          an Officer's Certificate in connection with each automatic exchange
          setting forth the calculation of the purchase price for each
          Exchangeable Share.

     (4)  On the fifth Business Day prior to the Liquidation Event Effective
          Date, the closing of the transaction of purchase and sale contemplated
          by the automatic exchange of Exchangeable Shares for AMVESCAP Ordinary
          Shares shall be deemed to have occurred, and each Beneficiary shall be
          deemed to have transferred to AMVESCAP all of the Beneficiary's right,
          title and interest in and to such Beneficiary's Exchangeable Shares
          free and clear of any lien, claim or encumbrance and the related
          interest in the Trust Estate, any right of each such Beneficiary to
          receive declared and unpaid dividends from Exchangeco shall be deemed
          to be satisfied and discharged, and each such Beneficiary shall cease
          to be a holder of such Exchangeable Shares and AMVESCAP shall issue to
          the Beneficiary the AMVESCAP Ordinary Shares issuable upon the
          automatic exchange of Exchangeable Shares for AMVESCAP Ordinary Shares
          and on the applicable payment date shall deliver to the Trustee for
          delivery to the Beneficiary a cheque for the balance,

<PAGE>   20
                                      -20-

          if any, of the total purchase price for such Exchangeable Shares,
          without interest, in each case less any amounts withheld pursuant to
          Section 5.10. Concurrently with such Beneficiary ceasing to be a
          holder of Exchangeable Shares, the Beneficiary shall become the holder
          of the AMVESCAP Ordinary Shares issued pursuant to the automatic
          exchange of such Beneficiary's Exchangeable Shares for AMVESCAP
          Ordinary Shares and the certificates held by the Beneficiary
          previously representing the Exchangeable Shares exchanged by the
          Beneficiary with AMVESCAP pursuant to such automatic exchange shall
          thereafter be deemed to represent AMVESCAP Ordinary Shares issued to
          the Beneficiary by AMVESCAP pursuant to such automatic exchange. Upon
          the request of a Beneficiary and the surrender by the Beneficiary of
          Exchangeable Share certificates deemed to represent AMVESCAP Ordinary
          Shares, duly endorsed in blank and accompanied by such instruments of
          transfer as AMVESCAP may reasonably require, AMVESCAP shall deliver or
          cause to be delivered to the Beneficiary certificates representing the
          AMVESCAP Ordinary Shares of which the Beneficiary is the holder.

SECTION 5.10 WITHHOLDING RIGHTS

          AMVESCAP, Exchangeco and the Trustee shall be entitled to deduct and
withhold from any consideration otherwise payable under this Agreement to any
holder of Exchangeable Shares or AMVESCAP Ordinary Shares such amounts as
AMVESCAP, Exchangeco or the Trustee is required to deduct and withhold with
respect to such payment under the Income Tax Act (Canada) or United Kingdom tax
laws or any provision of provincial, state, local or foreign tax law, in each
case as amended or succeeded. The Trustee may act and rely on the advice of
counsel with respect to such matters. To the extent that amounts are so
withheld, such withheld amounts shall be treated for all purposes as having been
paid to the holder of the shares in respect of which such deduction and
withholding was made, provided that such withheld amounts are actually remitted
to the appropriate taxing authority. To the extent that the amount so required
to be deducted or withheld from any payment to a holder exceeds the cash portion
of the consideration otherwise payable to the holder, AMVESCAP, Exchangeco and
the Trustee are hereby authorized to sell or otherwise dispose of such portion
of the consideration as is necessary to provide sufficient funds to AMVESCAP,
Exchangeco or the Trustee, as the case may be, to enable it to comply with such
deduction or withholding requirement and AMVESCAP, Exchangeco or the Trustee
shall notify the holder thereof and remit to such holder any unapplied balance
of the net proceeds of such sale. AMVESCAP represents and warrants that, based
upon facts currently known to it, it has no current intention, as at the date of
this Agreement, to deduct or withhold from any dividend paid to holders of
Exchangeable Shares any amounts under the United Kingdom tax laws.

<PAGE>   21
                                      -21-

                                   ARTICLE 6
             RESTRICTIONS ON ISSUE OF AMVESCAP SPECIAL VOTING SHARES

SECTION 6.1 ISSUE OF ADDITIONAL SHARES

          During the term of this Agreement, AMVESCAP will not, without the
consent of the holders at the relevant time of Exchangeable Shares, given in
accordance with section 10(2) of the Share Provisions, issue any additional
AMVESCAP Special Voting Shares.

                                   ARTICLE 7
                              RIGHTS OF ENTITLEMENT

SECTION 7.1 GRANT OF RIGHTS OF ENTITLEMENT

          At the time that a Debenture is issued in accordance with the terms of
the Indenture, the holder of such Debenture shall concurrently be granted Rights
of Entitlement which shall be evidenced by a Certificate of Entitlement issued
by Exchangeco.

SECTION 7.2 TRANSFER AND SURRENDER OF CERTIFICATES OF ENTITLEMENT

          Any Certificate of Entitlement shall be annexed to the Debenture to
which it relates and may only be transferred or surrendered together with the
Debenture to which it is so annexed.

                                   ARTICLE 8
                             CONCERNING THE TRUSTEE

SECTION 8.1 POWERS AND DUTIES OF THE TRUSTEE

(1)  The rights, powers, duties and authorities of the Trustee under this
     Agreement, in its capacity as Trustee of the Trust, shall include:

     (a)  receipt and deposit of the AMVESCAP Special Voting Share from AMVESCAP
          as Trustee for and on behalf of the Beneficiaries in accordance with
          the provisions of this Agreement;

     (b)  granting proxies and distributing materials to Beneficiaries as
          provided in this Agreement;

     (c)  voting the Beneficiary Votes in accordance with the provisions of this
          Agreement;

     (d)  receiving the grant of the Automatic Exchange Right and the Automatic
          Exchange Rights on Liquidation from AMVESCAP as

<PAGE>   22
                                      -22-

               Trustee for and on behalf of the Beneficiaries in accordance with
               the provisions of this Agreement;

          (e)  enforcing the benefit of the Automatic Exchange Right and the
               Automatic Exchange Rights on Liquidation, in each case in
               accordance with the provisions of this Agreement, and in
               connection therewith receiving from Beneficiaries Exchangeable
               Shares and other requisite documents and distributing to such
               Beneficiaries AMVESCAP Ordinary Shares and cheques, if any, to
               which such Beneficiaries are entitled pursuant to the Automatic
               Exchange Right or the Automatic Exchange Rights on Liquidation,
               as the case may be;

          (f)  holding title to the Trust Estate;

          (g)  investing any moneys forming, from time to time, a part of the
               Trust Estate as provided in this Agreement;

          (h)  taking action at the direction of a Beneficiary or Beneficiaries
               to enforce the obligations of AMVESCAP and Exchangeco under this
               Agreement; and

          (i)  taking such other actions and doing such other things as are
               specifically provided in this Agreement to be carried out by the
               Trustee whether alone, jointly or in the alternative.

     (2)  In the exercise of such rights, powers, duties and authorities the
          Trustee shall have (and is granted) such incidental and additional
          rights, powers, duties and authority not in conflict with any of the
          provisions of this Agreement as the Trustee, acting in good faith and
          in the reasonable exercise of its discretion, may deem necessary,
          appropriate or desirable to effect the purpose of the Trust. Any
          exercise of such discretionary rights, powers, duties and authorities
          by the Trustee shall be final, conclusive and binding upon all
          persons.

     (3)  The Trustee in exercising its rights, powers, duties and authorities
          hereunder shall act honestly and in good faith and with a view to the
          best interests of the Beneficiaries and shall exercise the care,
          diligence and skill that a reasonably prudent trustee would exercise
          in comparable circumstances.

     (4)  The Trustee shall not be bound to give notice or do or take any act,
          action or proceeding by virtue of the powers conferred on it hereby
          unless and until it shall be specifically required to do so under the
          terms hereof; nor shall the Trustee be required to take any notice of,
          or to do, or to take any act, action or proceeding as a result of any
          default or breach of any provision hereunder, unless and until
          notified in writing of such default or breach, which notices

<PAGE>   23
                                      -23-

          shall distinctly specify the default or breach desired to be brought
          to the attention of the Trustee, and in the absence of such notice the
          Trustee may for all purposes of this Agreement conclusively assume
          that no default or breach has been made in the observance or
          performance of any of the representations, warranties, covenants,
          agreements or conditions contained herein.

SECTION 8.2 NO CONFLICT OF INTEREST

          The Trustee represents to AMVESCAP and Exchangeco that at the date of
execution and delivery of this Agreement there exists no material conflict of
interest in the role of the Trustee as a fiduciary hereunder and the role of the
Trustee in any other capacity. The Trustee shall, within 90 days after it
becomes aware that such material conflict of interest exists, either eliminate
such material conflict of interest or resign in the manner and with the effect
specified in Article 11. If, notwithstanding the foregoing provisions of this
Section 8.2, the Trustee has such a material conflict of interest, the validity
and enforceability of this Agreement shall not be affected in any manner
whatsoever by reason only of the existence of such material conflict of
interest. If the Trustee contravenes the foregoing provisions of this Section
8.2, any interested party may apply to the Superior Court of Justice (Ontario)
for an order that the Trustee be replaced as Trustee hereunder.

SECTION 8.3 DEALINGS WITH TRANSFER AGENTS, REGISTRARS, ETC.

(1)  AMVESCAP and Exchangeco irrevocably authorize the Trustee, from time to
     time, to:

     (a)  consult, communicate and otherwise deal with the respective registrars
          and transfer agents, and with any such subsequent registrar or
          transfer agent, of the Exchangeable Shares and AMVESCAP Ordinary
          Shares; and

     (b)  requisition, from time to time, (i) from any such registrar or
          transfer agent any information readily available from the records
          maintained by it which the Trustee may reasonably require for the
          discharge of its duties and responsibilities under this Agreement and
          (ii) from the transfer agent of AMVESCAP Ordinary Shares, and any
          subsequent transfer agent of such shares, the share certificates
          issuable upon the exercise from time to time of the Automatic Exchange
          Right and pursuant to the Automatic Exchange Rights on Liquidation.

(2)  AMVESCAP and Exchangeco shall irrevocably authorize their respective
     registrars and transfer agents to comply with all such requests. AMVESCAP
     covenants that it will supply its transfer agent with duly executed share
     certificates for the purpose of completing the exercise from time to time
     of the

<PAGE>   24
                                      -24-

          Automatic Exchange Right and the Automatic Exchange Rights on
          Liquidation, in each case pursuant to Article 5.

SECTION 8.4 BOOKS AND RECORDS

          The Trustee shall keep available for inspection by AMVESCAP and
Exchangeco at the Trustee's principal office in Toronto correct and complete
books and records of account relating to the Trust created by this Agreement,
including without limitation, all relevant data relating to mailings and
instructions to and from Beneficiaries and all transactions pursuant to the
Automatic Exchange Right and the Automatic Exchange Rights on Liquidation. On or
before January 15, 2001, and on or before January 15th in every year thereafter,
so long as the AMVESCAP Special Voting Share is registered in the name of the
Trustee, the Trustee shall transmit to AMVESCAP and Exchangeco a brief report,
dated as of the preceding December 31st, with respect to:

          (a)  the property and funds comprising the Trust Estate as of that
               date;

          (b)  the number of exercises of the Automatic Exchange Right, if any,
               and the aggregate number of Exchangeable Shares received by the
               Trustee on behalf of Beneficiaries in consideration of the
               issuance by AMVESCAP of AMVESCAP Ordinary Shares in connection
               with the Automatic Exchange Right, during the calendar year ended
               on such December 31st; and

          (c)  any action taken by the Trustee in the performance of its duties
               under this Agreement which it had not previously reported.

SECTION 8.5 INCOME TAX RETURNS AND REPORTS

          The Trustee shall, to the extent necessary, prepare and file, or cause
to be prepared and filed, on behalf of the Trust appropriate United Kingdom and
Canadian income tax returns and any other returns or reports as may be required
by applicable law or pursuant to the rules and regulations of any securities
exchange or other trading system through which the Exchangeable Shares are
traded. In connection therewith, the Trustee may obtain the advice and
assistance of such experts or advisors as the Trustee considers necessary or
advisable (who may be experts or advisors to AMVESCAP or Exchangeco). If
requested by the Trustee, AMVESCAP or Exchangeco shall retain qualified experts
or advisors for the purpose of providing such tax advice or assistance.

SECTION 8.6 INDEMNIFICATION PRIOR TO CERTAIN ACTIONS BY TRUSTEE

(1)  The Trustee shall exercise any or all of the rights, duties, powers or
     authorities vested in it by this Agreement at the request, order or
     direction of any Beneficiary upon such Beneficiary furnishing to the
     Trustee reasonable

<PAGE>   25
                                      -25-

          funding, security or indemnity against the costs, expenses and
          liabilities which may be incurred by the Trustee therein or thereby,
          provided that no Beneficiary shall be obligated to furnish to the
          Trustee any such funding, security or indemnity in connection with the
          exercise by the Trustee of any of its rights, duties, powers and
          authorities with respect to the AMVESCAP Special Voting Share pursuant
          to Article 4, subject to Section 8.15, and with respect to the
          Automatic Exchange Right and the Automatic Exchange Rights on
          Liquidation pursuant to Article 5.

     (2)  None of the provisions contained in this Agreement shall require the
          Trustee to expend or risk its own funds or otherwise incur financial
          liability in the exercise of any of its rights, powers, duties, or
          authorities unless funded, given security and indemnified as
          aforesaid.

SECTION 8.7 ACTION OF BENEFICIARIES

          No Beneficiary shall have the right to institute any action, suit or
proceeding or to exercise any other remedy authorized by this Agreement for the
purpose of enforcing any of its rights or for the execution of any trust or
power hereunder unless the Beneficiary has requested the Trustee to take or
institute such action, suit or proceeding and furnished the Trustee with the
funding, security or indemnity referred to in Section 8.6 and the Trustee shall
have failed to act within a reasonable time thereafter. In such case, but not
otherwise, the Beneficiary shall be entitled to take proceedings in any court of
competent jurisdiction such as the Trustee might have taken; it being understood
and intended that no one or more Beneficiaries shall have any right in any
manner whatsoever to affect, disturb or prejudice the rights hereby created by
any such action, or to enforce any right hereunder or the Voting Rights, the
Automatic Exchange Right or the Automatic Exchange Rights on Liquidation except
subject to the conditions and in the manner herein provided, and that all powers
and trusts hereunder shall be exercised and all proceedings at law shall be
instituted, had and maintained by the Trustee, except only as herein provided,
and in any event for the equal benefit of all Beneficiaries.

SECTION 8.8 RELIANCE UPON DECLARATIONS

          The Trustee shall not be considered to be in contravention of any of
its rights, powers, duties and authorities hereunder if, when required, it acts
and relies in good faith upon statutory declarations, certificates, opinions or
reports furnished pursuant to the provisions hereof or required by the Trustee
to be furnished to it in the exercise of its rights, powers, duties and
authorities hereunder if such statutory declarations, certificates, opinions or
reports comply with the provisions of Section 8.9, if applicable, and with any
other applicable provisions of this Agreement.

<PAGE>   26
                                      -26-

     SECTION 8.9 EVIDENCE AND AUTHORITY TO TRUSTEE

     (1)  AMVESCAP and/or Exchangeco shall furnish to the Trustee evidence of
          compliance with the conditions provided for in this Agreement relating
          to any action or step required or permitted to be taken by AMVESCAP
          and/or Exchangeco or the Trustee under this Agreement or as a result
          of any obligation imposed under this Agreement, including, without
          limitation, in respect of the Voting Rights or the Automatic Exchange
          Right or the Automatic Exchange Rights on Liquidation and the taking
          of any other action to be taken by the Trustee at the request of or on
          the application of AMVESCAP and/or Exchangeco promptly if and when:

          (a)  such evidence is required by any other section of this Agreement
               to be furnished to the Trustee in accordance with the terms of
               this Section 8.9; or

          (b)  the Trustee, in the exercise of its rights, powers, duties and
               authorities under this Agreement, gives AMVESCAP and/or
               Exchangeco written notice requiring it to furnish such evidence
               in relation to any particular action or obligation specified in
               such notice.

     (2)  Such evidence shall consist of an Officer's Certificate of AMVESCAP
          and/or Exchangeco or a statutory declaration or a certificate made by
          persons entitled to sign an Officer's Certificate stating that any
          such condition has been complied with in accordance with the terms of
          this Agreement.

     (3)  Whenever such evidence relates to a matter other than the Voting
          Rights or the Automatic Exchange Right or the Automatic Exchange
          Rights on Liquidation or the taking of any other action to be taken by
          the Trustee at the request or on the application of AMVESCAP and/or
          Exchangeco, and except as otherwise specifically provided herein, such
          evidence may consist of a report or opinion of any solicitor,
          attorney, auditor, accountant, appraiser, valuer or other expert or
          any other person whose qualifications give authority to a statement
          made by him, provided that if such report or opinion is furnished by a
          director, officer or employee of AMVESCAP and/or Exchangeco it shall
          be in the form of an Officer's Certificate or a statutory declaration.

     (4)  Each statutory declaration, Officer's Certificate, opinion or report
          furnished to the Trustee as evidence of compliance with a condition
          provided for in this Agreement shall include a statement by the person
          giving the evidence:

          (a)  declaring that he has read and understands the provisions of this
               Agreement relating to the condition in question;

<PAGE>   27
                                      -27-

          (b)  describing the nature and scope of the examination or
               investigation upon which he based the statutory declaration,
               certificate, statement or opinion; and

          (c)  declaring that he has made such examination or investigation as
               he believes is necessary to enable him to make the statements or
               give the opinions contained or expressed therein.

SECTION 8.10 EXPERTS, ADVISERS AND AGENTS

          The Trustee may:

          (a)  in relation to these presents act and rely on the opinion or
               advice of or information obtained from any solicitor, attorney,
               auditor, accountant, appraiser, valuer or other expert, whether
               retained by the Trustee or by AMVESCAP and/or Exchangeco or
               otherwise, and may retain or employ such assistants as may be
               necessary to the proper discharge of its powers and duties and
               determination of its rights hereunder and may pay proper and
               reasonable compensation for all such legal and other advice or
               assistance as aforesaid;

          (b)  employ such agents and other assistants as it may reasonably
               require for the proper determination and discharge of its powers
               and duties hereunder; and

          (c)  pay reasonable remuneration for all services performed for it
               (and shall be entitled to receive reasonable remuneration for all
               services performed by it) in the discharge of the trusts hereof
               and compensation for all disbursements, costs and expenses made
               or incurred by it in the discharge of its duties hereunder and in
               the management of the Trust.

SECTION 8.11 INVESTMENT OF MONEYS HELD BY TRUSTEE

          Unless otherwise provided in this Agreement, any moneys held by or on
behalf of the Trustee which under the terms of this Agreement may or ought to be
invested or which may be on deposit with the Trustee or which may be in the
hands of the Trustee shall, upon the receipt by the Trustee of the written
direction of Exchangeco, be invested or reinvested in the name or under the
control of the Trustee in securities in which, under the laws of the Province of
Ontario, trustees are authorized to invest trust moneys, provided that such
securities are stated to mature within two years after their purchase by the
Trustee, or in Authorized Investments. Any direction of Exchangeco to the
Trustee as to investment or reinvestment of funds shall be in writing and shall
be provided to the Trustee no later than 9:00 a.m. (local time) or if received
on a non-Business Day, shall be deemed to have been given prior to 9:00 a.m.
(local time) on the immediately following Business Day. If

<PAGE>   28
                                      -28-

no such direction is received, the Trustee shall not have any obligation to
invest the monies and pending receipt of such a direction all interest or other
income and such moneys may be deposited in the name of the Trustee in any
chartered bank in Canada or, with the consent of Exchangeco, in the deposit
department of the Trustee or any other specified loan or trust company
authorized to accept deposits under the laws of Canada or any province thereof
at the rate of interest then current on similar deposits. The Trustee shall not
be held liable for any losses incurred in the investment of any funds as herein
provided.

SECTION 8.12 TRUSTEE NOT REQUIRED TO GIVE SECURITY

          The Trustee shall not be required to give any bond or security in
respect of the execution of the trusts, rights, duties, powers and authorities
of this Agreement or otherwise in respect of the premises.

SECTION 8.13 TRUSTEE NOT BOUND TO ACT ON REQUEST

          Except as in this Agreement otherwise specifically provided, the
Trustee shall not be bound to act in accordance with any direction or request of
AMVESCAP and/or Exchangeco or of the directors thereof until a duly
authenticated copy of the instrument or resolution containing such direction or
request shall have been delivered to the Trustee, and the Trustee shall be
empowered to act upon any such copy purporting to be authenticated and believed
by the Trustee to be genuine.

SECTION 8.14 AUTHORITY TO CARRY ON BUSINESS

          The Trustee represents to AMVESCAP and Exchangeco that at the date of
execution and delivery by it of this Agreement it is authorized to carry on the
business of a trust company in each of the provinces of Canada but if,
notwithstanding the provisions of this Section 8.14, it ceases to be so
authorized to carry on business, the validity and enforceability of this
Agreement and the Voting Rights, the Automatic Exchange Right and the Automatic
Exchange Rights on Liquidation shall not be affected in any manner whatsoever by
reason only of such event but the Trustee shall, within 90 days after ceasing to
be authorized to carry on the business of a trust company in any province of
Canada, either become so authorized or resign in the manner and with the effect
specified in Article 11.

SECTION 8.15 CONFLICTING CLAIMS

(1)  If conflicting claims or demands are made or asserted with respect to any
     interest of any Beneficiary in any Exchangeable Shares, including any
     disagreement between the heirs, representatives, successors or assigns
     succeeding to all or any part of the interest of any Beneficiary in any
     Exchangeable Shares, resulting in conflicting claims or demands being made
     in connection with such interest, then the Trustee shall be entitled, in
     its sole discretion, to refuse to recognize or to comply with any such
     claims or demands. In so refusing, the Trustee may elect not to exercise
     any Voting

<PAGE>   29
                                      -29-

          Rights, Automatic Exchange Right or Automatic Exchange Rights on
          Liquidation subject to such conflicting claims or demands and, in so
          doing, the Trustee shall not be or become liable to any person on
          account of such election or its failure or refusal to comply with any
          such conflicting claims or demands. The Trustee shall be entitled to
          continue to refrain from acting and to refuse to act until:

          (a)  the rights of all adverse claimants with respect to the Voting
               Rights, Automatic Exchange Right or Automatic Exchange Rights on
               Liquidation subject to such conflicting claims or demands have
               been adjudicated by a final judgment of a court of competent
               jurisdiction; or

          (b)  all differences with respect to the Voting Rights, Automatic
               Exchange Right or Automatic Exchange Rights on Liquidation
               subject to such conflicting claims or demands have been
               conclusively settled by a valid written agreement binding on all
               such adverse claimants, and the Trustee shall have been furnished
               with an executed copy of such agreement certified to be in full
               force and effect.

(2)  If the Trustee elects to recognize any claim or comply with any demand made
     by any such adverse claimant, it may in its discretion require such
     claimant to furnish such surety bond or other security satisfactory to the
     Trustee as it shall deem appropriate to fully indemnify it as between all
     conflicting claims or demands.

SECTION 8.16 ACCEPTANCE OF TRUST

          The Trustee hereby accepts the Trust created and provided for by and
in this Agreement and agrees to perform the same upon the terms and conditions
herein set forth and to hold all rights, privileges and benefits conferred
hereby and by law in trust for the various persons who shall from time to time
be Beneficiaries, subject to all the terms and conditions herein set forth.

                                    ARTICLE 9
                                  COMPENSATION

SECTION 9.1 FEES AND EXPENSES OF THE TRUSTEE

          AMVESCAP and Exchangeco jointly and severally agree to pay the Trustee
reasonable compensation for all of the services rendered by it under this
Agreement and will reimburse the Trustee for all reasonable expenses (including,
but not limited to, taxes other than taxes based on the net income or capital of
the Trustee, fees paid to legal counsel and other experts and advisors and
travel expenses) and disbursements, including the cost and expense of any suit
or litigation of any character and any proceedings before any governmental
agency, reasonably

<PAGE>   30
                                      -30-

incurred by the Trustee in connection with its duties under this Agreement;
provided that AMVESCAP and Exchangeco shall have no obligation to reimburse the
Trustee for any expenses or disbursements paid, incurred or suffered by the
Trustee in any suit or litigation or any such proceedings in which the Trustee
is determined to have acted in bad faith or with fraud, negligence, recklessness
or wilful misconduct.

                                   ARTICLE 10
                   INDEMNIFICATION AND LIMITATION OF LIABILITY

SECTION 10.1 INDEMNIFICATION OF THE TRUSTEE

(1)  AMVESCAP and Exchangeco jointly and severally agree to indemnify and hold
     harmless the Trustee and each of its directors, officers, employees and
     agents appointed and acting in accordance with this Agreement
     (collectively, the "INDEMNIFIED PARTIES") against all claims, losses,
     damages, reasonable costs, penalties, fines and reasonable expenses
     (including reasonable expenses of the Trustee's legal counsel) which,
     without fraud, negligence, recklessness, wilful misconduct or bad faith on
     the part of such Indemnified Party, may be paid, incurred or suffered by
     the Indemnified Party by reason or as a result of the Trustee's acceptance
     or administration of the Trust, its compliance with its duties set forth in
     this Agreement, or any written or oral instruction delivered to the Trustee
     by AMVESCAP or Exchangeco pursuant hereto.

(2)  In no case shall AMVESCAP or Exchangeco be liable under this indemnity for
     any claim against any of the Indemnified Parties unless AMVESCAP and
     Exchangeco shall be notified by the Trustee of the written assertion of a
     claim or of any action commenced against the Indemnified Parties, promptly
     after any of the Indemnified Parties shall have received any such written
     assertion of a claim or shall have been served with a summons or other
     first legal process giving information as to the nature and basis of the
     claim. Subject to (ii) below, AMVESCAP and Exchangeco shall be entitled to
     participate at their own expense in the defence and, if AMVESCAP and
     Exchangeco so elect at any time after receipt of such notice, either of
     them may assume the defence of any suit brought to enforce any such claim.
     The Trustee shall have the right to employ separate counsel in any such
     suit and participate in the defence thereof, but the fees and expenses of
     such counsel shall be at the expense of the Trustee unless: (i) the
     employment of such counsel has been authorized by AMVESCAP or Exchangeco;
     or (ii) the named parties to any such suit include both the Trustee and
     AMVESCAP or Exchangeco and the Trustee shall have been advised by counsel
     acceptable to AMVESCAP or Exchangeco that there may be one or more legal
     defences available to the Trustee that are different from or in addition to
     those available to AMVESCAP or Exchangeco and that, in the judgment of such
     counsel, would

<PAGE>   31
                                      -31-

          present a conflict of interest were a joint representation to be
          undertaken (in which case AMVESCAP and Exchangeco shall not have the
          right to assume the defence of such suit on behalf of the Trustee but
          shall be liable to pay the reasonable fees and expenses of counsel for
          the Trustee). This indemnity shall survive the termination of the
          Trust and the resignation or removal of the Trustee.

SECTION 10.2 LIMITATION OF LIABILITY

          The Trustee shall not be held liable for any loss which may occur by
reason of depreciation of the value of any part of the Trust Estate or any loss
incurred on any investment of funds pursuant to this Agreement, except to the
extent that such loss is attributable to the fraud, negligence, recklessness,
wilful misconduct or bad faith on the part of the Trustee.

                                   ARTICLE 11
                                CHANGE OF TRUSTEE

SECTION 11.1 RESIGNATION

          The Trustee, or any trustee hereafter appointed, may at any time
resign by giving written notice of such resignation to AMVESCAP and Exchangeco
specifying the date on which it desires to resign, provided that such notice
shall not be given less than thirty (30) days before such desired resignation
date unless AMVESCAP and Exchangeco otherwise agree and provided further that
such resignation shall not take effect until the date of the appointment of a
successor trustee and the acceptance of such appointment by the successor
trustee. Upon receiving such notice of resignation, AMVESCAP and Exchangeco
shall promptly appoint a successor trustee, which shall be a corporation
organized and existing under the laws of Canada and authorized to carry on the
business of a trust company in all provinces of Canada, by written instrument in
duplicate, one copy of which shall be delivered to the resigning trustee and one
copy to the successor trustee. Failing the appointment and acceptance of a
successor trustee, a successor trustee may be appointed by order of a court of
competent jurisdiction upon application of one or more of the parties to this
Agreement. If the retiring trustee is the party initiating an application for
the appointment of a successor trustee by order of a court of competent
jurisdiction, AMVESCAP and Exchangeco shall be jointly and severally liable to
reimburse the retiring trustee for its legal costs and expenses in connection
with same.

SECTION 11.2 REMOVAL

          The Trustee, or any trustee hereafter appointed, may (provided a
successor trustee is appointed) be removed at any time on not less than 30 days'
prior notice by written instrument executed by AMVESCAP and Exchangeco, in
duplicate, one

<PAGE>   32
                                      -32-

copy of which shall be delivered to the trustee so removed and one copy to the
successor trustee.

SECTION 11.3 SUCCESSOR TRUSTEE

          Any successor trustee appointed as provided under this Agreement shall
execute, acknowledge and deliver to AMVESCAP and Exchangeco and to its
predecessor trustee an instrument accepting such appointment. Thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, duties and obligations of its
predecessor under this Agreement, with the like effect as if originally named as
trustee in this Agreement. However, on the written request of AMVESCAP and
Exchangeco or of the successor trustee, the trustee ceasing to act shall, upon
payment of any amounts then due to it pursuant to the provisions of this
Agreement, execute and deliver an instrument transferring to such successor
trustee all the rights and powers of the trustee so ceasing to act. Upon the
request of any such successor trustee, AMVESCAP, Exchangeco and such predecessor
trustee shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor trustee all such rights
and powers.

SECTION 11.4 NOTICE OF SUCCESSOR TRUSTEE

          Upon acceptance of appointment by a successor trustee as provided
herein, AMVESCAP and Exchangeco shall cause to be mailed notice of the
succession of such trustee hereunder to each Beneficiary specified in a List. If
AMVESCAP or Exchangeco shall fail to cause such notice to be mailed within 10
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of AMVESCAP and
Exchangeco.

                                   ARTICLE 12
                               AMVESCAP SUCCESSORS

SECTION 12.1 CERTAIN REQUIREMENTS IN RESPECT OF COMBINATION, ETC.

          As long as any outstanding Exchangeable Shares are owned by any person
other than AMVESCAP or any of its Affiliates, AMVESCAP shall not consummate any
transaction (whether by way of reconstruction, reorganization, consolidation,
arrangement, merger, transfer, sale, lease or otherwise) whereby all or
substantially all of its undertaking, property and assets would become the
property of any other person or, in the case of a merger, of the continuing
corporation resulting therefrom unless, but may do so if:

          (a)  such other person or continuing corporation (the "AMVESCAP
               SUCCESSOR"), by operation of law, becomes, without more, bound by

<PAGE>   33
                                      -33-

               the terms and provisions of this Agreement or, if not so bound,
               executes, prior to or contemporaneously with the consummation of
               such transaction, a trust agreement supplemental hereto and such
               other instruments (if any) as are satisfactory to the Trustee,
               acting reasonably, and in the opinion of legal counsel to the
               Trustee are reasonably necessary or advisable to evidence the
               assumption by the AMVESCAP Successor of liability for all moneys
               payable and property deliverable hereunder and the covenant of
               such AMVESCAP Successor to pay and deliver or cause to be
               delivered the same and its agreement to observe and perform all
               the covenants and obligations of AMVESCAP under this Agreement;
               and

          (b)  such transaction shall, to the satisfaction of the Trustee,
               acting reasonably, and in the opinion of legal counsel to the
               Trustee, be upon such terms and conditions as substantially to
               preserve and not to impair in any material respect any of the
               rights, duties, powers and authorities of the Trustee or of the
               Beneficiaries hereunder.

SECTION 12.2 VESTING OF POWERS IN SUCCESSOR

          Whenever the conditions of Section 12.1 have been duly observed and
performed, the Trustee, AMVESCAP Successor and Exchangeco shall, if required by
Section 12.1, execute and deliver the supplemental trust agreement provided for
in Article 13 and thereupon AMVESCAP Successor shall possess and from time to
time may exercise each and every right and power of AMVESCAP under this
Agreement in the name of AMVESCAP or otherwise and any act or proceeding by any
provision of this Agreement required to be done or performed by the board of
directors of AMVESCAP or any officers of AMVESCAP may be done and performed with
like force and effect by the directors or officers of such AMVESCAP Successor.

SECTION 12.3 WHOLLY-OWNED SUBSIDIARIES

          Nothing herein shall be construed as preventing (i) the amalgamation
or merger of any wholly-owned direct or indirect subsidiary of AMVESCAP with or
into AMVESCAP, (ii) the winding-up, liquidation or dissolution of any
wholly-owned direct or indirect subsidiary of AMVESCAP (other than Exchangeco or
Callco), provided that all of the assets of such subsidiary are transferred to
AMVESCAP or another wholly-owned direct or indirect subsidiary of AMVESCAP, or
(iii) any other distribution of the assets of any wholly-owned direct or
indirect subsidiary of AMVESCAP (other than Exchangeco or Callco) among the
shareholders of such subsidiary for the purpose of winding up its affairs, and
any such transactions are expressly permitted by this Article 12.

<PAGE>   34
                                      -34-

                                   ARTICLE 13
                  AMENDMENTS AND SUPPLEMENTAL TRUST AGREEMENTS

SECTION 13.1 AMENDMENTS, MODIFICATIONS, ETC.

          Subject to Sections 13.2, 13.4 and 15.1, this Agreement may not be
amended or modified except by an agreement in writing executed by AMVESCAP,
Exchangeco and the Trustee and approved by the Beneficiaries in accordance with
section 10(2) of the Share Provisions.

SECTION 13.2 MINISTERIAL AMENDMENTS

          Notwithstanding the provisions of Section 13.1, the parties to this
Agreement may in writing, at any time and from time to time, without the
approval of the Beneficiaries, amend or modify this Agreement for the purposes
of:

          (a)  adding to the covenants of any or all parties hereto for the
               protection of the Beneficiaries hereunder provided that the board
               of directors of each of Exchangeco and AMVESCAP shall be of the
               good faith opinion that such additions will not be prejudicial to
               the rights or interests of the Beneficiaries;

          (b)  making such amendments or modifications not inconsistent with
               this Agreement as may be necessary or desirable with respect to
               matters or questions which, in the good faith opinion of the
               board of directors of each of AMVESCAP and Exchangeco and in the
               opinion of the Trustee, having in mind the best interests of the
               Beneficiaries, it may be expedient to make, provided that such
               boards of directors and the Trustee, acting on the advice of
               counsel, shall be of the opinion that such amendments and
               modifications will not be prejudicial to the interests of the
               Beneficiaries; or

          (c)  making such changes or corrections which, on the advice of
               counsel to AMVESCAP, Exchangeco and the Trustee, are required for
               the purpose of curing or correcting any ambiguity or defect or
               inconsistent provision or clerical omission or mistake or
               manifest error, provided that the Trustee, acting on the advice
               of counsel, and the board of directors of each of AMVESCAP and
               Exchangeco shall be of the opinion that such changes or
               corrections will not be prejudicial to the rights and interests
               of the Beneficiaries.

SECTION 13.3 MEETING TO CONSIDER AMENDMENTS

          Exchangeco, at the request of AMVESCAP, shall call a meeting or
meetings of the Beneficiaries for the purpose of considering any proposed
amendment or modification requiring approval pursuant hereto. Any such meeting
or meetings

<PAGE>   35
                                      -35-

shall be called and held in accordance with the by-laws of Exchangeco, the Share
Provisions and all applicable laws.

SECTION 13.4 CHANGES IN CAPITAL OF AMVESCAP AND EXCHANGECO

          At all times after the occurrence of any event contemplated pursuant
to section 2.7 or 2.8 of the Support Agreement or otherwise, as a result of
which either AMVESCAP Ordinary Shares or the Exchangeable Shares or both are in
any way changed, this Agreement shall forthwith be amended and modified as
necessary in order that it shall apply with full force and effect, mutatis
mutandis, to all new securities into which AMVESCAP Ordinary Shares or the
Exchangeable Shares or both are so changed and the parties hereto shall execute
and deliver a supplemental trust agreement giving effect to and evidencing such
necessary amendments and modifications.

SECTION 13.5 EXECUTION OF SUPPLEMENTAL TRUST AGREEMENTS

          From time to time Exchangeco (when authorized by a resolution of its
Board of Directors), AMVESCAP (when authorized by a resolution of its board of
directors) and the Trustee may, subject to the provisions of these presents, and
they shall, when so directed by these presents, execute and deliver by their
proper officers, trust agreements or other instruments supplemental hereto,
which thereafter shall form part hereof, for any one or more of the following
purposes:

          (a)  evidencing the succession of AMVESCAP Successors and the
               covenants of and obligations assumed by each such AMVESCAP
               Successor in accordance with the provisions of Article 11 and the
               successors of the Trustee or any successor trustee in accordance
               with the provisions of Article 11;

          (b)  making any additions to, deletions from or alterations of the
               provisions of this Agreement or the Voting Rights, the Automatic
               Exchange Right or the Automatic Exchange Rights on Liquidation
               which, in the opinion of the Trustee, will not be prejudicial to
               the interests of the Beneficiaries or are, in the opinion of
               counsel to the Trustee, necessary or advisable in order to
               incorporate, reflect or comply with any legislation the
               provisions of which apply to AMVESCAP, Exchangeco, the Trustee or
               this Agreement; and

          (c)  for any other purposes not inconsistent with the provisions of
               this Agreement, including without limitation, to make or evidence
               any amendment or modification to this Agreement as contemplated
               hereby, provided that, in the opinion of the Trustee, the rights
               of the Trustee and Beneficiaries will not be prejudiced thereby.

<PAGE>   36
                                      -36-

                                   ARTICLE 14
                                   TERMINATION

SECTION 14.1 TERM

          The Trust created by this Agreement shall continue until the earliest
to occur of the following events:

          (a)  no outstanding Exchangeable Shares are held by a Beneficiary and
               no Debentures are outstanding;

          (b)  each of AMVESCAP and Exchangeco elects in writing to terminate
               the Trust and such termination is approved by the Beneficiaries
               in accordance with section 10(2) of the Share Provisions; and

          (c)  21 years after the death of the last survivor of the descendants
               of His Majesty King George VI of Canada and the United Kingdom of
               Great Britain and Northern Ireland living on the date of the
               creation of the Trust.

SECTION 14.2 SURVIVAL OF AGREEMENT

          This Agreement shall survive any termination of the Trust and shall
continue until there are no Exchangeable Shares outstanding held by a
Beneficiary and no Debentures outstanding; provided, however, that the
provisions of Articles 9 and 10 shall survive any such termination of this
Agreement.

                                   ARTICLE 15
                                     GENERAL

SECTION 15.1 SEVERABILITY

          If any term or other provision of this Agreement is invalid, illegal
or incapable of being enforced by any rule or law, or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any
party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the fullest extent possible.

<PAGE>   37
                                      -37-

SECTION 15.2 ENUREMENT

          This Agreement shall be binding upon and enure to the benefit of the
parties hereto and their respective successors and assigns and, subject to the
terms hereof, to the benefit of the Beneficiaries.

SECTION 15.3 NOTICES TO PARTIES

(1)  All notices and other communications between the parties hereunder shall be
     in writing and shall be deemed to have been given if delivered personally
     or by confirmed telecopy to the parties at the following addresses (or at
     such other address for such party as shall be specified in like notice):

          (a)  To AMVESCAP or Exchangeco at:

               c/o AMVESCAP PLC
               11 Devonshire Square
               London, England
               EC2M 4Y2

               Attention: Corporate Secretary
               Facsimile: 011-44-207-929-5889

          (b)  To the Trustee at:

               CIBC Mellon Trust Company
               320 Bay Street
               6th Floor, P.O. Box 1
               Toronto, Ontario, Canada
               M5H 4A6

               Attention: Assistant Vice President,
                          Client Relations
               Facsimile: (416) 643-5570

(2)  Any notice or other communication given personally shall be deemed to have
     been given and received upon delivery thereof and if given by telecopy
     shall be deemed to have been given and received on the date of receipt
     thereof unless such day is not a Business Day, in which case it shall be
     deemed to have been given and received upon the immediately following
     Business Day.

<PAGE>   38
                                      -38-

SECTION 15.4 NOTICE TO BENEFICIARIES

          Any and all notices to be given and any documents to be sent to any
Beneficiaries may be given or sent to the address of such Beneficiary shown on
the register of holders of Exchangeable Shares in any manner permitted by the
by-laws of Exchangeco from time to time in force in respect of notices to
shareholders and shall be deemed to be received (if given or sent in such
manner) at the time specified in such by-laws, the provisions of which by-laws
shall apply mutatis mutandis to notices or documents as aforesaid sent to such
Beneficiaries.

SECTION 15.5 COUNTERPARTS

          This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument.

SECTION 15.6 JURISDICTION

          This Agreement shall be construed and enforced in accordance with the
laws of the Province of Ontario and the laws of Canada applicable therein.

SECTION 15.7 ATTORNMENT

          Each of the Trustee, AMVESCAP and Exchangeco agrees that any action or
proceeding arising out of or relating to this Agreement may be instituted in the
courts of Ontario, waives any objection which it may have now or hereafter to
the venue of any such action or proceeding, irrevocably submits to the
jurisdiction of the said courts in any such action or proceeding, agrees to be
bound by any judgment of the said courts and not to seek, and hereby waives, any
review of the merits of any such judgment by the courts of any other
jurisdiction, and AMVESCAP hereby appoints Exchangeco at its registered office
in the Province of Ontario as attorney for service of process.

     IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed as of the date first above written.


                                       AMVESCAP PLC

                                       By: /s/ ROBERT F. MCCULLOUGH
                                           ------------------------------------
                                           Authorized Signing Officer


                                       AMVESCAP INC.

                                       By: /s/ [ILLEGIBLE]
                                           ------------------------------------
                                           Authorized Signing Officer

<PAGE>   39
                                      -39-

                                   CIBC MELLON TRUST COMPANY, as
                                   Trustee and in its capacity as trustee
                                   under the Indenture


                                   By: /s/ MAXINE MCDONALD
                                       ---------------------------------------
                                       Name: Maxine McDonald
                                       Title: Senior Manager, Client Relations


                                   By: /s/ J. CARRABS
                                       ---------------------------------------
                                       Name: Jeffery Carrabs
                                       Title: Manager, Client Relations

<PAGE>   40

                                  SCHEDULE "A"
                       FORM OF CERTIFICATE OF ENTITLEMENT

--------------------------------------------------------------------------------
                           CERTIFICATE OF ENTITLEMENT

This Certificate is one of the duly authorized certificates of the Corporation
designated as its Certificates of Entitlement (the "CERTIFICATES") issued in
accordance with the Voting and Exchange Trust Agreement between AMVESCAP INC.
(the "CORPORATION"), AMVESCAP PLC and the Trustee designated thereunder
concurrently with the issuance of AMVESCAP Equity Subordinated Debentures (the
"DEBENTURES") of the Corporation. This Certificate and the attached Debenture(s)
may be transferred and surrendered only together. The Voting and Exchange Trust
Agreement provides that upon presentation of this Certificate together with the
surrender of the attached Debenture(s), the holder of this Certificate shall be
entitled to become, for all purposes, a "Beneficiary" under the terms of the
Voting and Exchange Trust Agreement to the extent that the holder becomes the
registered holder of any Exchangeable Shares in connection with the surrender of
the attached Debenture(s).

A copy of the Voting and Exchange Trust Agreement is on file at the registered
office of the Corporation in Halifax, Nova Scotia.

BY WITNESS WHEREOF, the Corporation has caused this instrument to be duly
executed.

                                  AMVESCAP INC.


By:                                    By:
   ---------------------------            ----------------------------
           PRESIDENT                               SECRETARY

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