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                                                                    EXHIBIT 4.22



                                  Amvescap plc










                                  RULES OF THE
                                    AMVESCAP
                            DEFERRED FEES SHARE PLAN

                     Adopted by the Board on     o     1999



















                              ASHURST MORRIS CRISP
                                 Broadwalk House
                                 5 Appold Street
                                 London EC2A 2HA

                               Tel: 0171 638 1111
                               Fax: 0171 972 9770

                                    (ref PNR)


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                      THE AMVESCAP DEFERRED FEES SHARE PLAN


1.         DEFINITIONS

The following words and expressions shall have the following meanings:-

"Board"                     the board of directors of the Company or a duly
                            authorised committee thereof;

"Commencement Date"         o   1999;

"Company"                   Amvescap plc;

"Control"                   except where otherwise expressly stated, control
                            within the meaning of Section 840 of the Income and
                            Corporation Taxes Act 1988;

"Deferral Notice"           a notice in writing from a Director to the
                            Company, in the form annexed to these Rules, or in
                            such other form as the Board may from time to time
                            determine, relating to the Fees of a Fee Period
                            commencing no less than one calendar month after the
                            date of receipt of such notice by the Company;

"Deferred Proportion"       that proportion of any Director's Fees as shall have
                            been the subject of a Deferral Notice;

"Director"                  on any day on or after the Commencement Date, an
                            individual who is a director of the Company;

"Fee Period"                the period 1 July 1999 to 31 December 1999, and
                            thereafter any year ending 31 December, or such
                            other period as the Board may from time to time
                            determine;

"Fees"                      fees for performing services in the capacity only of
                            a Director;

"Participant"               any Director who shall have submitted a Deferral
                            Notice;

"Plan"                      the Amvescap Deferred Fees Share Plan constituted by
                            the Rules;

"Rules"                     these Rules as from time to time amended;

"Share"                     a fully paid ordinary share in the capital of the
                            Company;

"Taxes"                     all forms of taxation whether of the United Kingdom
                            or elsewhere wheresoever and whensoever imposed,
                            (including, without limitation, income tax,
                            inheritance tax and national insurance
                            contributions) and all other statutory,
                            governmental, state, provincial, local governmental
                            or municipal impositions, duties, rates and levied
                            and all penalties, charges, costs and interest
                            relating to any such matters.

2.         PURPOSE


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           These Rules constitute the Amvescap Deferred Fees Share Plan.

3.         DEFERRAL OF FEES

3.1        A Director may, at any time and from time to time, deliver a
           Deferral Notice to the Company.

3.2        The Deferral Notice shall identify the Fee Period or Fee Periods (or
           shall be stated to operate in respect of an indefinite number of Fee
           Periods), and the proportion of the Director's fees for that Fee
           Period or those Fee Periods, to which it relates.

3.3        The effect of a Deferral Notice shall be to vary the terms on which a
           Director is paid Fees for the relevant Fee Period or Fee Periods to
           which the Deferral Notice relates.

3.4        No Deferral Notice may be varied or withdrawn by a Director in
           relation to any Fee Period to which it relates less than one calendar
           month prior to the commencement of that Fee Period other than with
           the agreement of the Board.

3.5        No Deferral Notice may be varied or withdrawn in respect of any Fee
           Period which shall have commenced.

3.6        The Company shall acknowledge receipt of a Deferral Notice and shall
           determine prior to the commencement of any Fee Period to which the
           Deferral Notice relates whether the Fees deferred shall be provided
           for only by crediting the same to a deferred fees account (an
           "Unfunded Deferral") or an amount equal to the Fees deferred shall be
           paid to a nominee, trustee or other custodian pending payment in
           accordance with the terms of the Deferral Notice (a "Funded
           Deferral").

3.7        All Fees the subject of a Deferral Notice delivered by a Director who
           is a United States taxpayer shall only be the subject of an Unfunded
           Deferral.

3.8        The aggregate amount of Fees payable to all Directors in any
           financial year of the Company, whether or not all or any of such Fees
           shall have been the subject of a Deferral Notice in any prior year,
           shall not exceed the limit set out from time to time in the articles
           of association of the Company.

4.         ASSIGNMENT

           No aspect of participation in the Plan may be assigned, charged or
           otherwise disposed of by a Participant.

5.         PAYMENT OF THE DEFERRED FEES

5.1        Subject to Rule 5.4, the Deferred Proportion (or the sum then
           representing the Deferred Proportion, if different) shall be paid to
           the Participant within ten working days of the date on which the
           Participant shall cease to be a Director.

5.2        Payment may be made either in cash or in such readily realisable
           assets as the Board and the Participant may agree, and in the absence
           of agreement at the discretion of the Board.

5.3        In any case in which the Company shall issue Shares to a Participant,
           such Shares shall be paid up by the application of the Fees the
           subject of the relevant Deferral Notice.


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5.4        In any year:-

           (a)       Fees which shall not have been the subject of a Deferral
                     Notice shall be paid before Fees which shall have been so
                     subject;

           (b)       Fees which shall have been the subject of an earlier
                     Deferral Notice shall be paid before Fees which shall have
                     been the subject of a later Deferral Notice; and,

           (c)       to the extent that the payment, on any day, of Fees which
                     shall have been the subject of a Deferral Notice would
                     otherwise breach the limit in Rule 3.8 such Fees shall not
                     be payable until they may be paid without giving rise to
                     any such breach; and in the case of such Fees attributable
                     to more than one Director the amount of such Fees shall be
                     reduced pro-rata as between the Directors.

6.         NOTICES

           Any notice which the Board or any Director or Participant is required
           or may desire to give pursuant to these Rules shall be in writing and
           sufficiently given if delivered personally or sent first class
           through the post prepaid addressed to the Company Secretary, the
           Director or the Participant, as the case may be, at the Company's
           registered office or the Director's or Participant's address last
           known to the Company respectively and if so sent by post shall be
           deemed to have been duly delivered notwithstanding that he be then
           deceased (and whether or not the Company has notice of his death)
           except where his personal representatives have established their
           title to the satisfaction of the Company and supplied to the Company
           an address to which documents are to be sent.

7.         EMPLOYMENT RIGHTS

7.1        This Plan shall not form part of any contract of employment between
           the Company and any Director.

7.2        Participation in the Plan shall be on the express condition that:-

           (a)       neither it nor cessation of participation shall afford any
                     individual under the terms of his office with the Company
                     any additional or other rights to compensation or damages;
                     and

           (b)       no damages or compensation shall be payable in consequence
                     of the termination of such office or for any other reason
                     whatsoever to compensate him for the loss of any rights the
                     Participant would otherwise have had (actual or
                     prospective) under the Plan howsoever arising but for such
                     termination; and

           (c)       the Participant shall be deemed irrevocably to have waived
                     any such rights to which he may otherwise have been
                     entitled.

7.3        No individual shall have any claim against the Company arising out of
           his not being admitted to participation in the Plan which (for the
           avoidance of doubt) is entirely within the discretion of the Board.

7.4        No Participant shall be entitled to claim compensation from the
           Company in respect of any Fees deferred by him pursuant to the Plan
           or for any diminution or extinction of his rights or benefits (actual
           or otherwise) in connection with the Plan and the Company shall be



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           entirely free to conduct its affairs as it sees fit without regard to
           any consequences under, upon or in relation to the Plan or any
           Participant.

8.         TAXATION

           The Company may make such provision for and take such action as may
           be considered by it to be necessary or expedient for the withholding
           or payment of any Taxes for it is properly accountable and whenever
           and wherever those Taxes are imposed provided those Taxes arise in
           respect of any payment or other benefit arising or deemed to arise to
           any Participant pursuant to these Rules including (but not limited
           to) (i) the withholding of funds or property (or any portion thereof)
           from any payment under these Rules or from any other payment to be
           made to the Participant or (ii) the cancellation of any such payment
           to the extent necessary to secure funds for the Company to discharge
           such Taxes for which it is properly accountable.

9.         ADMINISTRATION AND AMENDMENT

9.1        The Plan shall be administered under the direction of the Board who
           may at any time and from time to time by resolution and without other
           formality amend or augment these Rules or the Plan PROVIDED THAT no
           amendment shall affect adversely any existing rights of Participants.

9.2        The Company shall bear the costs of setting up and administering the
           Plan.

9.3        The Company shall maintain for itself all necessary records relating
           to the Plan.

10.        TERMINATION

           The Plan may be terminated at any time by a resolution of the Board
           but any termination shall not affect rights existing prior to such
           termination.

11.        GOVERNING LAW

           The Plan shall be governed by and construed under English law. Any
           proceeding arising from or in connection with the Plan may be brought
           in any court of competent jurisdiction in England.



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