<PAGE>

                                                                   EXHIBIT 4.18


--------------------------------------------------------------------------------













                         AMVESCAP GLOBAL STOCK PLAN

             Amended and Restated Effective as of January 1, 1997
<PAGE>

--------------------------------------------------------------------------------


                               Table of Contents
                               -----------------

                                                                    Page
                                                                    ----

ARTICLE I         PURPOSES OF THE PLAN..............................  1

ARTICLE II        DEFINITIONS.......................................  1

ARTICLE III       EFFECTIVE DATE AND TERM...........................  6

ARTICLE IV        ADMINISTRATION OF THE PLAN........................  6

ARTICLE V         ELIGIBILITY.......................................  7

 Section 5.1      In General........................................  7
 Section 5.2      Investment Company Act Limitation.................  7

ARTICLE VI        AWARDS............................................  8

 Section 6.1      Grant of Awards and Contributions to the Trust....  8
 Section 6.2      Accounts..........................................  8
 Section 6.3      Vesting of Awards.................................  8
 Section 6.4      Forfeited Awards..................................  9
 Section 6.5      Date of Termination or Demotion...................  9
 Section 6.6      Acceleration of Vesting...........................  9
 Section 6.7      Dividends.........................................  9
 Section 6.8      Voting of Shares..................................  9
 Section 6.9      Tender of Shares.................................. 10
 Section 6.10     Forfeiture of Awards for Gross Malfeasance........ 11

ARTICLE VII       DISTRIBUTIONS UNDER THE PLAN...................... 11

 Section 7.1      In General........................................ 11
 Section 7.2      Distribution Election............................. 12
 Section 7.3      Distribution Upon the Death of a Participant...... 12
 Section 7.4      Distribution Upon Disability...................... 12
 Section 7.5      Termination of Trust or Court-Ordered Distribution 12
 Section 7.6      Acceleration of Distribution...................... 13
 Section 7.7      Distributions to Insiders......................... 13

ARTICLE VIII      FUNDING OF THE PLAN............................... 13

 Section 8.1      Unfunded Plan..................................... 13
 Section 8.2      Trust............................................. 13
 Section 8.3      Internal Funding.................................. 14

ARTICLE IX        SECURITIES MATTERS................................ 14
<PAGE>


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                               Table of Contents
                               -----------------

                                                                    Page
                                                                    ----

ARTICLE I         PURPOSES OF THE PLAN..............................  1

ARTICLE II        DEFINITIONS.......................................  1

ARTICLE III       EFFECTIVE DATE AND TERM...........................  6

ARTICLE IV        ADMINISTRATION OF THE PLAN........................  6

ARTICLE V         ELIGIBILITY.......................................  7

 Section 5.1      In General........................................  7
 Section 5.2      Investment Company Act Limitation.................  7

ARTICLE VI        AWARDS............................................  8

 Section 6.1      Grant of Awards and Contributions to the Trust....  8
 Section 6.2      Accounts..........................................  8
 Section 6.3      Vesting of Awards.................................  8
 Section 6.4      Forfeited Awards..................................  9
 Section 6.5      Date of Termination or Demotion...................  9
 Section 6.6      Acceleration of Vesting...........................  9
 Section 6.7      Dividends.........................................  9
 Section 6.8      Voting of Shares..................................  9
 Section 6.9      Tender of Shares.................................. 10
 Section 6.10     Forfeiture of Awards for Gross Malfeasance........ 11

ARTICLE VII       DISTRIBUTIONS UNDER THE PLAN...................... 11

 Section 7.1      In General........................................ 11
 Section 7.2      Distribution Election............................. 12
 Section 7.3      Distribution Upon the Death of a Participant...... 12
 Section 7.4      Distribution Upon Disability...................... 12
 Section 7.5      Termination of Trust or Court-Ordered Distribution 12
 Section 7.6      Acceleration of Distribution...................... 13
 Section 7.7      Distributions to Insiders......................... 13

ARTICLE VIII      FUNDING OF THE PLAN............................... 13

 Section 8.1      Unfunded Plan..................................... 13
 Section 8.2      Trust............................................. 13
 Section 8.3      Internal Funding.................................. 14

ARTICLE IX        SECURITIES MATTERS................................ 14


                                       i
<PAGE>

ARTICLE X         MISCELLANEOUS PROVISIONS.......................... 15

 Section 10.1     Taxes............................................. 15
 Section 10.2     No Special Employment Rights...................... 15
 Section 10.3     Expenses.......................................... 16
 Section 10.4     Titles and Headings Not to Control................ 16
 Section 10.5     Amendment or Termination of Plan.................. 16
 Section 10.6     Governing Law..................................... 16
 Section 10.7     Waiver of Punitive Damages........................ 17
 Section 10.8     Restrictions on Transfer.......................... 17
 Section 10.9     Change in Control................................. 17
 Section 10.10    Consolidation or Merger of the Company............ 17
 Section 10.11    Set-off........................................... 17
 Section 10.12    Special Rules Regarding Management Committee...... 17



APPENDIX A         SPECIAL RULES RELATING TO PARTICIPANTS IN JAPAN

                                      ii
<PAGE>

                           AMVESCAP GLOBAL STOCK PLAN
             (Amended and Restated Effective as of January 1, 1997)

                                    ARTICLE I
                              PURPOSES OF THE PLAN

     The main purposes of the AMVESCAP Global Stock Plan are (i) to provide
                                                              -
additional incentives to Global Partners in the form of contingent awards of
ordinary shares of AMVESCAP p.l.c. (including American depositary shares
representing such ordinary shares), (ii) to seek to retain senior personnel by
                                     --
making a portion of Global Partners' compensation contingent upon the
satisfaction of certain vesting requirements, (iii) to promote retention of
                                               ---
ordinary shares of AMVESCAP p.l.c. (including American depositary shares
representing such ordinary shares) held on behalf of Global Partners by
requiring such shares to be retained in a grantor trust of AMVESCAP p.l.c. for
the period a Global Partner remains employed by AMVESCAP p.l.c. and its
Subsidiaries and (iv) to provide benefits to Global Partners upon their
                  --
retirement from employment with AMVESCAP p.l.c. and its Subsidiaries.  This Plan
is intended to be an unfunded plan for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for the purposes of Title I of ERISA and is intended to be part of an employees'
share scheme (within the meaning of section 743 of the Companies Act).

                              ARTICLE II
                             DEFINITIONS

     As used in the Plan, the terms set forth below shall have the meanings
indicated unless the context clearly indicates to the contrary.  Where the
context so admits or requires, the singular shall include the plural and the
masculine shall include the feminine and vice versa.

     Account.  "Account" shall mean a book account maintained by a Participant's
     -------
employer (the Company or a Subsidiary, as the case may be) reflecting the
Shares, cash and other property, together with earnings and distributions
thereon, credited to a Participant with respect to his Award(s) under the Plan.

     Additional Shares.  "Additional Shares" shall mean Shares purchased with
     -----------------
reinvested dividends or dividend equivalent contributions pursuant to Section
6.7.

     Average Cost Per Share.  "Average Cost Per Share," with respect to an Award
     ----------------------
and with respect to the reinvestment of dividends or dividend equivalent
contributions pursuant to Section 6.7 ("Reinvestment"), shall mean (i) with
                                                                    -
respect to ordinary shares of the Company, the average cost per share purchased
with respect to such Award or Reinvestment, as the case may be, as determined in
any reasonable manner by the
<PAGE>

Management Committee and (ii) with respect to American depositary shares
                          --
("ADSs") representing ordinary shares of the Company, the average cost per
ADS purchased with respect to such Award or Reinvestment, as the case may be,
as determined in any reasonable manner by the Management Committee.

     Award.  "Award" shall mean, with respect to each Global Partner, the right
     -----
to receive Shares, cash or other property (or a combination of the foregoing)
equal to the amount initially awarded to such Global Partner under the Plan by
the Remuneration Committee pursuant to Section 6.1 and as adjusted for earnings,
distributions and gains and losses on such Shares, cash and/or other property.

     Beneficiary.  "Beneficiary" shall mean the person or persons determined to
     -----------
be a Participant's beneficiary pursuant to Section 7.3.

     Board of Directors.  "Board of Directors" shall mean the Board of Directors
     ------------------
of AMVESCAP p.l.c.

     Business Day.  "Business Day" shall mean a day on which The Stock Exchange
     ------------
is open for the transaction of business.

     Cause.  "Cause" shall mean, when used in connection with the termination of
     -----
a Participant's employment, the termination of the Participant's employment by
the Company or a Subsidiary on account of (i) the willful violation by the
                                           -
Participant of (x) any law, (y) any rule of the Company or such Subsidiary or
                -            -
(z) any rule or regulation of any regulatory body to which the Company or such
 -
Subsidiary is subject, including, without limitation, The Stock Exchange or any
other exchange or contract market of which the Company or such Subsidiary is a
member, which violation would materially reflect on the Participant's character,
competence or integrity, (ii) a breach by a Participant of the Participant's
                          --
duty of loyalty to the Company and/or its Subsidiaries in contemplation of the
Participant's termination of employment with the Company or a Subsidiary, such
as the Participant's solicitation of customers or employees of the Company or
any Subsidiary prior to the termination of his employment or (iii) the
                                                              ---
Participant's unauthorized removal from the premises of the Company or a
Subsidiary of any records, files, memoranda, data in machine readable form,
reports, fee lists, customer lists, drawings, plans, sketches, or other
documents (in any medium or form) relating to the business of the Company or a
Subsidiary or the customers of the Company or a Subsidiary, including, but not
limited to, all intellectual property and proprietary research which the
Participant uses, develops or comes in contact with in the course of or as the
result of his employment with the Company or a Subsidiary, as the case may be.
Any rights the Company or a Subsidiary may have hereunder in respect of the
events giving rise to Cause shall be in addition to the rights the Company or
such Subsidiary may have under any other agreement with the employee or at law
or in equity.  If, subsequent to a Participant's voluntary termination of
employment or involuntary termination of

                                       2
<PAGE>

employment without Cause, it is discovered that the Participant's employment
could have been terminated for Cause, such Participant's employment shall, at
the election of the Management Committee in its sole discretion, be deemed for
the purposes of this Plan to have been terminated for Cause.

     Change in Control.  "Change in Control" shall mean (x) with respect to the
     -----------------                                   -
Company, the occurrence of any of the following events:

         (i)  the stockholders of the Company shall approve a definitive
     agreement (a) for the merger or other business combination of the Company
                -
     with or into another corporation, and with respect to the surviving public
     company, a majority of the directors of which were not directors of the
     Company immediately prior to such merger or combination and in which the
     stockholders of the Company immediately prior to the effective date of such
     merger or combination directly or indirectly own less than a majority of
     the voting power in such corporation or (b) for the direct or indirect sale
                                              -
     or other disposition of all or substantially all of the assets of the
     Company;

         (ii) (a) the acquisition by purchase, subscription or otherwise
               -
     (including pursuant to a reconstruction or scheme of arrangement) by any
     person (or persons acting together, meaning persons party to an agreement
     to which section 204 of the Companies Act applies) of 20 percent or more
     of the relevant share capital of the Company (or any successor company to
     which all or the majority of the assets of the Company are transferred
     pursuant to any such reconstruction or scheme of arrangement); (b) the
                                                                     -
     giving of notice of any general meeting of the Company at which a
     resolution will be proposed for the winding-up of the Company; (c) if
                                                                     -
     under section 425 of the Companies Act, the Court sanctions a compromise
     or arrangement proposed for the purposes of or in connection with a
     scheme for the reconstruction of the Company or its amalgamation with any
     other company or companies; or (d) any scheme of arrangement involving
                                     -
     the reconstruction of the Company or the amalgamation of the Company with
     any other entity that is approved by the holders of Shares;

         (iii) any person obtains Control of the Company as a result of making
     an offer to acquire Shares which is either unconditional or is made on a
     condition such that, if it is satisfied, the person making the offer will
     have Control of the Company; or

         (iv) a change in the composition of the Board of Directors such that
     individuals who, as of January 1, 1997, constituted the Board of Directors
     (generally the "Directors" and as of January 1, 1997, the "Continuing
     Directors") cease for any reason to constitute at least a majority
     thereof, provided that any person becoming a Director subsequent to
     January 1, 1997 whose nomination for

                                       3
<PAGE>

     election was approved by a vote of at least a majority of the Continuing
     Directors (other than a nomination of an individual whose initial
     assumption of office is in connection with an actual or threatened election
     contest relating to the election of the Directors) shall be deemed to be a
     Continuing Director; and (y) with respect to a Subsidiary, the
                                       -
     consummation of the sale of the capital stock or all or substantially all
     of the assets of such Subsidiary to, or the merger or other business
     combination of such Subsidiary with or into, a third party that is not
     affiliated with the Company or any Subsidiary.  For the purpose of clause
     (x) (iii) above, (A) a person shall be deemed to have obtained "Control of
                       -
     the Company" if he and others acting in concert with him have together
     obtained Control of it and (B) "Control" shall mean, in relation to the
                                 -
     Company, the power of a person to secure that the affairs of the Company
     are conducted in accordance with the wishes of that person by means of the
     holding of shares or the possession of voting power in or in relation to
     the Company or by virtue of any powers conferred by the articles of
     association of the Company.

     Code.  "Code" shall mean the United States of America Internal Revenue Code
     ----
of 1986, as amended from time to time.

     Companies Act.  "Companies Act" shall mean the Companies Act 1985 of Great
     -------------
Britain, as amended from time to time.

     Company.  "Company" shall mean AMVESCAP p.l.c. and any successor
     -------
corporation which continues the Plan pursuant to Section 10.10.

     Demotion.  "Demotion" shall mean, in relation to a Participant, his ceasing
     --------
to be a Global Partner other than by reason of the termination of his employment
with the Company or a Subsidiary.

     Disability.  "Disability" shall mean any physical or mental condition that
     ----------
would qualify a Participant for a disability benefit under the long-term
disability plan maintained by the Company or a Subsidiary and applicable to the
Participant.

     Distribution Election.  "Distribution Election" shall mean a Participant's
     ---------------------
written election pursuant to Section 7.2.

     ERISA.  "ERISA" shall mean the United States of America Employee Retirement
     -----
Income Security Act of 1974, as amended from time to time.

     Exchange Act.  "Exchange Act" shall mean the United States of America
     ------------
Securities Exchange Act of 1934, as amended from time to time.

     Global Partner.  "Global Partner" shall mean an employee of the Company or
     --------------
a Subsidiary who (i) has been designated as such by the Company and (ii) has
                  -                                                  --
executed a

                                       4
<PAGE>

Global Partner Employment Agreement no later than 90 days after such
employee's designation as a "global partner"; provided that, the Management
Committee may, in its sole discretion, extend such 90-day deadline with respect
to any employee; provided further that, with respect to an employee designated
as a Global Partner on or before July 31, 1994, such employee shall be a "Global
Partner" for purposes of the Plan provided that such employee executes a Global
Partner Employment Agreement by December 31, 1994.

     Management Committee.  "Management Committee" shall mean the management
     --------------------
committee, or any successor committee, comprised solely of United States persons
within the meaning of section 7701(a)(30) of the Code and appointed by the Board
of Directors of AVZ, Inc. from time to time to administer the Plan and direct
the Trustee and serving at the pleasure of the Board of Directors of AVZ, Inc.
To the extent that (i) Section 16 of the Exchange Act is applicable to any
                    -
equity securities of the Company and (ii) Rule 16b-3, as promulgated under the
                                      --
Exchange Act, or any successor rule is applicable to the composition of the
Management Committee, the composition of the Management Committee shall comply
with the terms of Rule 16b-3 or such successor rule.

     Participant.  "Participant" shall mean any Global Partner or former Global
     -----------
Partner with respect to whom an Award, which has not previously been forfeited,
is outstanding.

     Permissive Retirement.  "Permissive Retirement" shall mean a Participant's
     ---------------------
termination of employment with the Company and the Subsidiaries as a Global
Partner, other than by reason of death or Disability, on or after the earlier to
occur of the following dates:

          (i)  the attainment of age 58; or
           -

          (ii)  retirement with the approval of the Management Committee.
           --

     Plan.  "Plan" shall mean the AMVESCAP Global Stock Plan, as constituted by
     ----
these rules and as amended from time to time.

     Remuneration Committee.  "Remuneration Committee" shall mean the duly
     ----------------------
appointed Remuneration Committee, or any successor thereto, of the Board of
Directors.

     Shares.  "Shares" shall mean the ordinary shares of the Company, or any
     ------
other shares and/or other property into which the ordinary shares of the Company
are converted pursuant to a stock split, reverse split, subdivision,
reconstruction, amalgamation, scheme of arrangement, recapitalization,
reorganization, merger, combination, consolidation, split-up or other similar
corporate event and shall include American depositary shares representing such
ordinary shares.

                                       5
<PAGE>

     Subsidiary.  "Subsidiary" shall mean a corporation with respect to which
     ----------
the Company, directly or indirectly, has the power, whether through the
ownership of voting securities, by contract or otherwise, to elect at least a
majority of the members of such corporation's board of directors.

     The Stock Exchange.  "The Stock Exchange" shall mean The International
     ------------------
Stock Exchange of the United Kingdom and Republic of Ireland Limited.

     Trust.  "Trust" shall mean the grantor trust of the Company from time to
     -----
time to which contributions are made in respect of the Plan.

     Trust Agreement.  "Trust Agreement" shall mean the trust agreement between
     ---------------
the Company and the Trustee as amended from time to time with respect to the
Trust.

     Trustee.  "Trustee" shall mean the entity from time to time serving as
     -------
trustee under the Trust Agreement.

                                  ARTICLE III
                            EFFECTIVE DATE AND TERM

     The Plan was originally adopted effective as of December 17, 1993, and has
been amended and restated as set forth herein effective as of January 1, 1997
unless otherwise indicated.  The Plan shall continue in effect, as amended from
time to time, in accordance with its terms until terminated by the Remuneration
Committee or the Board of Directors.  The Plan is a plan of the Company and a
plan of each Subsidiary that is the employer of a Global Partner.

                                   ARTICLE IV
                           ADMINISTRATION OF THE PLAN

     The Plan shall be administered by the Management Committee, provided that
the Remuneration Committee shall have the duties and powers specified for it
herein and in the Trust Agreement.  The Management Committee shall have full
authority, consistent with the Plan, to administer the Plan, including authority
to interpret and construe any provision of the Plan and to adopt such rules and
regulations for administering the Plan and such forms of election as it may deem
necessary or appropriate.  Any person making a claim for any distribution under
the Plan shall file a written claim with the Management Committee.  Decisions of
the Management Committee regarding any matter connected with the Plan shall be
final and binding on all parties.  Management Committee decisions shall be made
by a majority of its members at a meeting (which meeting may be held by
telephone) duly called by any member on no less than 48 hours written notice;
notice may be transmitted by facsimile, telex, courier or by other reasonable
means of transmission.  Any decision reduced to writing and signed by all of the
members of the

                                       6
<PAGE>

Management Committee shall be as fully effective as if it had been made at a
meeting duly held.

     No member of the Management Committee or the Remuneration Committee shall
be liable for any action, omission or determination relating to the Plan, and
the Company and the Subsidiaries shall indemnify and hold harmless each member
of the Management Committee and the Remuneration Committee and each other
director or employee of the Company or a Subsidiary to whom any duty or power
relating to the administration or interpretation of the Plan has been delegated,
against any cost, expense (including counsel fees, which fees shall be paid as
incurred) or liability (including any sum paid in settlement of a claim with the
approval of the Board of Directors) arising out of any action, omission or
determination relating to the Plan, if such action, omission or determination
was taken or made by such member, director or employee in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company and the Subsidiaries, and with respect to any criminal action or
proceeding, such member had no reasonable cause to believe his conduct was
unlawful.  The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not opposed to the best
interests of the Company and the Subsidiaries, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.

                                   ARTICLE V
                                  ELIGIBILITY

Section 5.1 In General.  All Global Partners shall be eligible to participate in
            ----------
the Plan in accordance with the terms of the Plan and the rules and procedures
established by the Management Committee.  Subject to the definition of
"Participant" in Article II, a Global Partner shall become a Participant
effective as of the date on which such Global Partner is granted an Award
hereunder.  Participation by eligible Global Partners is mandatory, not
elective.  Prior to the vesting of any Awards granted to a Global Partner
hereunder, such Global Partner must complete a participation consent form, on a
form approved by the Management Committee, acknowledging such Global Partner's
participation subject to the terms of the Plan.

Section 5.2 Investment Company Act Limitation.  With respect to any Participant,
            ---------------------------------
the Management Committee may, in its sole discretion, use its authority under
Section 6.6 to accelerate the vesting of such Participant's Award(s) and its
authority under Section 7.6 to accelerate the time of distribution with respect
to such Award(s) so that neither the Plan nor the Trust will be required to
register as an investment company under the United States of America Investment
Company Act of 1940, as amended from time to time.

                                       7
<PAGE>

                                  ARTICLE VI
                                    AWARDS

     Section 6.1  Grant of Awards and Contributions to the Trust.  The
                  ----------------------------------------------
Remuneration Committee may grant Awards (which may be of differing amounts) to
any or all Global Partners employed by the Company or a Subsidiary. The
Remuneration Committee shall specify the year to which an Award relates. The
Company intends to contribute, or procure the contributions, and transfer to the
Trust funds and/or other property equivalent to the sum of the amounts of all
Awards made to Global Partners. At the direction of the Management Committee,
the Trustee shall use such funds and/or other property to purchase Shares from
any person, and to make such other investments, as the Management Committee
shall direct.

     Each Participant's Award shall be subject to the terms of the Plan
applicable to that Participant and such additional terms as may be adopted from
time to time applicable to particular jurisdictions.  No Participant shall have
any right to receive any Shares, cash or other property under the Plan other
than in accordance with the terms of the Plan, including any applicable
additional terms.

     Section 6.2  Accounts.  Each Participant's Account shall be comprised of
                  --------
one or more sub-accounts where each sub-account relates to a particular Award
granted to such Participant and is initially credited with the amount of such
Award. Each sub-account of the Participant's Account shall be adjusted to
reflect the earnings, distributions, gains and losses with respect to the
Shares, cash and/or other property allocated to the Award. Shares shall be
allocated among Participant's Accounts and sub-accounts based upon the Average
Cost Per Share. Fractional Shares may be allocated to a Participant's Account or
sub-account. Cash or other property remaining after a whole number of Shares has
been purchased may be added to any dividend or dividend equivalent contributions
to purchase Additional Shares pursuant to Section 6.7 from time to time. Each
Participant's Account and sub-accounts shall reflect any securities, cash or
other property received with respect to Shares, cash or other property credited
to such Participant's Account or sub-account, as the case may be. The Shares,
cash or other property, together with earnings and distributions thereon,
allocated to an Award shall be subject to the same vesting and other
restrictions to which such initial Award is subject. Each Participant shall
receive a statement of his Account quarterly.

     Section 6.3  Vesting of Awards.  Subject to Sections 6.4,  6.6 and 6.10, an
                  -----------------
Award shall fully vest on the December 15th of the third year following the year
to which the Award is attributable. Notwithstanding the foregoing, any Award(s)
of a Participant not previously forfeited shall immediately vest in the event of
(i) such Participant's Permissive Retirement or (ii) such Participant's
 -                                               --
termination of employment with the Company or a Subsidiary by reason of his
death or Disability. Prior to vesting, an Award shall be completely unvested.
Both vested and unvested Awards shall be subject to the

                                       8
<PAGE>

terms of the Plan including, without limitation, Article VII regarding
distributions under the Plan. A Participant shall have no rights with respect to
the Shares, cash or other property underlying his vested and unvested Awards
until such Shares, cash or other property are distributed pursuant to Article
VII.

     Section 6.4  Forfeited Awards.  Upon termination of a Participant's
                  ----------------
employment with the Company and its Subsidiaries or, at the discretion of the
Management Committee, upon Demotion of a Participant, any Award(s) granted to
such Participant which have not vested shall be forfeited unless otherwise
determined by the Management Committee. The Shares, cash and/or other property
underlying forfeited Awards shall revert to the Trust and, unless otherwise
determined by the Management Committee, shall be added to and allocated as part
of subsequent Award(s) made under the Plan. Under no circumstances shall such
Shares, cash or other property held in the Trust revert to the Company or any of
its Subsidiaries; however such Shares, cash or other property shall be available
to creditors of the Company in the event of its insolvency as described in
Section 8.2 and the Trust Agreement.

     Section 6.5  Date of Termination or Demotion.  The date of a Participant's
                  -------------------------------
termination of employment or Demotion shall be determined at the sole discretion
of the Management Committee.

     Section 6.6  Acceleration of Vesting.  The Management Committee may
                  -----------------------
accelerate the vesting of any Award at any time at its sole discretion.

     Section 6.7  Dividends.  The Management Committee shall direct the Trustee
                  ---------
to reinvest the full amount of any dividends paid on Shares held in the Trust in
Additional Shares and shall direct such purchase of Additional Shares.
Participants' Accounts (and the underlying sub-accounts) shall be credited with
the appropriate number of Additional Shares based upon the Average Cost Per
Share. Additional Shares shall be subject to the same vesting requirements and
other restrictions as are the Award to which such Additional Shares relate. The
Management Committee may direct the Trustee to waive dividends on Shares held in
the Trust; in such event, the Company may make, or cause to be made,
contributions to the Trust equivalent to the dividends waived in respect of such
Shares. Such dividend equivalent contributions shall be used to purchase
Additional Shares as described in this Section 6.7.

     Section 6.8  Voting of Shares.
                  ----------------

     (a)  The Management Committee shall direct the Trustee, and the Trustee
shall have no discretion, as to the manner in which the voting rights attaching
to Shares that are allocated to unvested Awards are to be voted.

                                       9
<PAGE>

     (b)  The Management Committee shall direct the Trustee, and the Trustee
shall have no discretion, as to the manner in which the voting rights attaching
to Shares that are allocated to vested Awards are to be voted; provided that,
the Management Committee may, in its sole discretion, direct the Trustee to take
direction from any or all Participants as to the manner in which the Shares
subject to the relevant Participant's vested Awards are to be voted. If the
Management Committee directs the Trustee to take voting directions from any
Participant(s), (i) the Trustee shall vote combined fractional Shares, to the
                 -
extent possible, to reflect the directions of the Participant(s) holding such
Shares and (ii) if the Trustee does not receive valid Participant voting
            --
directions with respect to the Shares allocated to a Participant's vested
Award(s), the Trustee shall have no discretion as to the voting of such Shares
but shall vote such Shares in the manner directed by the Management Committee.

     (c)  Notwithstanding any other provision of this Section 6.8, the Shares
allocated to a Participant's Awards shall be voted by the Trustee, at the
direction of the Management Committee, with respect to any Participant(s) with
respect to whom counsel to the Company advises that the Participant might be
taxed on the value of the Participant's Awards if the Participant(s) were
permitted to direct the voting of such Shares.

Section 6.9  Tender of Shares.
             ----------------
     (a)  If any person shall commence a tender or exchange offer or any similar
transaction with respect to Shares, the Management Committee shall be entitled
to direct the Trustee, and the Trustee shall have no discretion, as to whether
the Shares underlying unvested Awards allocated to Participants' Accounts are to
be tendered and whether such tender is to be revoked (to the extent such a
revocation is permitted by the terms of such tender or exchange offer or
applicable law).

     (b)  If any person shall commence a tender or exchange offer or any similar
transaction with respect to Shares, the Management Committee shall be entitled
to direct the Trustee, and the Trustee shall have no discretion, as to whether
the Shares underlying vested Awards allocated to Participants' Accounts are to
be tendered and whether such tender is to be revoked (to the extent such a
revocation is permitted by the terms of such tender or exchange offer or
applicable law); provided that, the Management Committee may, in its sole
discretion, direct the Trustee to take direction from any or all Participant(s)
as to whether such Shares are to be tendered and whether such tender is to be
revoked (to the extent such a revocation is permitted by the terms of such
tender or exchange offer or applicable law). If the Management Committee directs
the Trustee to take tender directions from any Participant(s), (i) the Trustee
                                                                -
shall tender Shares underlying vested Awards allocated to any Participants'
Accounts for which the Trustee shall have received affirmative and valid
Participant directions to tender (except to the extent such directions are
revoked prior to such tender); (ii) the Trustee shall revoke the
                                --

                                       10
<PAGE>

tender of Shares allocated to any Participants' Accounts underlying vested
Awards for which the Trustee shall have received affirmative and valid
Participant directions to revoke such tender; and (iii) the Trustee shall not
                                                   ---
tender, or revoke the tender of, Shares allocated to Participants' Accounts for
which the Trustee does not receive affirmative and valid Participant directions.

     (c)  To the extent that a Participant or the Management Committee elects to
tender Shares allocated to a Participant's Account, the Trustee shall transfer
the consideration the Trustee receives as a result of such tender into the Trust
and the Participant's Account shall reflect the transfer.

     (d)  Notwithstanding any other provision of this Section 6.9, the
Management Committee, in its sole discretion, shall make tender decisions with
respect to Shares held in the Accounts of Participants with respect to whom
counsel to the Company advises that the Participant(s) might be taxed on the
value of the Participant's Account if the Participant(s) were permitted to
direct the tender of Shares.

     Section 6.10  Forfeiture of Awards for Gross Malfeasance.  Notwithstanding
                   ------------------------------------------
any other provision of the Plan, Awards (whether vested or unvested) will be
forfeited in their entirety by a Participant and the Participant will retain no
right whatsoever in relation to any Award in the event that the Participant
commits an act of gross malfeasance, such as theft of corporate property or
client funds, against the Company or any Subsidiary which act results in the
termination of that Participant's employment by the Company or Subsidiary, as
appropriate.

                                  ARTICLE VII
                         DISTRIBUTIONS UNDER THE PLAN

     Section 7.1  In General.  Subject to any applicable withholding obligations
                  ----------
and Sections 5.2, 6.4, 6.10, 7.2 and 10.1, the Management Committee shall direct
the Trustee to deliver or cause to be delivered to a Participant certificates
for Shares, cash or other property equivalent to the amount credited to such
Participant's Account in respect of vested Awards, no later than one year and
sixteen days after such Participant's termination of employment with the Company
and its Subsidiaries. The Management Committee may, in its sole discretion and
at any time, direct the Trustee to sell any securities or other property that
would have been received in respect of Shares or other property credited to a
Participant's Account for cash or other property of equivalent value. Upon
termination of a Participant's employment with the Company and its Subsidiaries,
the Shares, cash or other property credited to such Participant's Account in
respect of vested Awards shall continue to be invested in Shares until a
complete distribution of the value of the vested Awards credited to such Account
is made to such Participant. The Management Committee may, in its sole
discretion, consult with the

                                       11
<PAGE>

Participant as to timing of the distribution of Shares, cash or other property
credited to a Participant's Account in respect of vested Awards.

     Section 7.2  Distribution Election.  Prior to the vesting of an Award, each
                  ---------------------
Participant shall be entitled to make a Distribution Election with respect to
such Award in accordance with options approved by the Management Committee.  The
Management Committee, at its sole discretion, may approve or disapprove such
Distribution Election.  A Participant's Distribution Election with respect to a
particular Award shall become irrevocable upon the vesting of such Award.

     Section 7.3  Distribution Upon the Death of a Participant.  Each
                  --------------------------------------------
Participant shall have the right to designate in writing from time to time a
Beneficiary by filing a written notice of such designation with the Management
Committee. A Participant's designation of a Beneficiary may be revoked by filing
with the Management Committee an instrument of revocation or a later
designation. Any designation or revocation shall be effective when received by
the Management Committee. In the event of the death of a Participant,
certificates for Shares, cash or other property equivalent to the amount
remaining in such Participant's Account in respect of vested Awards may, at the
discretion of the Management Committee, be distributed to the Participant's
Beneficiary as soon as reasonably practicable. Unless the Participant's
Beneficiary designation provides otherwise, no person shall be entitled to
benefits upon the death of the Participant unless such person survives the
Participant. If the Beneficiary designated by a Participant does not survive the
Participant or if the Participant has not made a valid Beneficiary designation,
such Participant's Beneficiary shall be such Participant's estate.

     Section 7.4  Distribution Upon Disability.  In the event of the termination
                  ----------------------------
of a Participant's employment by reason of Disability, certificates for Shares,
cash or other property equivalent to the amount credited to such Participant's
Account in respect of vested Awards shall be distributed as soon as reasonably
practicable to the Participant or such other representative of the Participant
as the Management Committee in its sole discretion shall determine.

     Section 7.5 Termination of Trust or Court-Ordered Distribution.  In the
                 --------------------------------------------------
event that the Trust is terminated prior to the vesting of an Award or in the
event that a court of competent jurisdiction finally determines that the Company
or a Subsidiary is obligated to distribute to a Participant, Beneficiary or any
other person certificates representing any Shares credited to a Participant's
Account prior to the time of distribution otherwise provided for in this Article
VII, the Share certificates so distributed to such Participant, Beneficiary or
other person shall, in the sole discretion of the Management Committee, be
restricted as to transferability until the date that the Shares would otherwise
have been distributed to the Participant or a Beneficiary under the terms of the
Plan had they not been distributed to the Participant, Beneficiary or other
person and had remained subject to the Plan, and each such stock certificate
shall bear the following legend: "The

                                       12
<PAGE>

transferability of this certificate and the ordinary shares represented hereby
are subject to the restrictions, terms and conditions (including vesting,
forfeiture and restrictions against transfer) contained in the AMVESCAP Global
Stock Plan. A copy of the Plan is on file in the office of the Corporate
Secretary of AMVESCAP p.l.c., 11 Devonshire Square, London, England."

     Section 7.6  Acceleration of Distribution.  The Management Committee may,
                  ----------------------------
in its sole discretion, accelerate the time of distribution with respect to any
or all of a Participant's Awards.

     Section 7.7  Distributions to Insiders.  Effective as of November 1, 1996,
                  -------------------------
with respect to any Award made to a Participant who is subject to the reporting
requirements of section 16(a) of the Exchange Act (an "insider"), distributions
with respect to such Awards shall be made only in the form of Shares and in the
form of cash or other property for any fractional Shares.

                                 ARTICLE VIII
                              FUNDING OF THE PLAN

     Section 8.1  Unfunded Plan.  The Plan shall be unfunded, including without
                  -------------
limitation for purposes of the United States of America Department of Labor
Regulation (S) 2520.104-23.  Benefits under the Plan to a Participant shall be
the unfunded obligation of such Participant's employer or former employer (the
Company or a Subsidiary, as the case may be).  Notwithstanding the fact that the
Company established the Trust for the purpose of assisting itself and its
Subsidiaries in meeting their respective compensatory obligations to their
employees, the Company and each of the Subsidiaries, respectively, shall remain
obligated to pay the amounts credited to Participant's Accounts as a result of
Awards under the Plan.  In the event that assets of the Trust are used to
satisfy the claims of general creditors of the Company in accordance with
Section 8.2 and the Trust Agreement, such assets shall be deemed to be sold at
their fair market value and the Accounts of Participants shall be adjusted to
reflect such deemed sale.  Nothing shall relieve the Company and each of the
Subsidiaries of their respective liabilities under the Plan except to the extent
amounts are paid to Participants or Beneficiaries from the assets of the Trust.

     Section 8.2  Trust.  Effective as of December 24, 1997, the Company has
                  -----
established the Trust, which is intended to be (i) a "grantor trust" within the
                                                -
meaning of sections 671 et seq. of the Code of the Company and (ii) a "United
                        -- ---                                  --
States person" within the meaning of section 7701(a)(30) of the Code, to assist
the Company and its Subsidiaries in meeting their respective compensatory
obligations to their employees.  The Trust is part of an employees' share scheme
as defined in section 743 of the Companies Act .  The Trustee is the Bank of
Bermuda (Limited) New York and the Trust is domiciled in the State of  New York.
Pursuant to the Trust Agreement, the

                                       13
<PAGE>

Management Committee may remove the Trustee and appoint a successor Trustee and
may change the domicile of the Trust. The Trust can hold Shares, cash and other
property contributed to the Trust by the Company to provide itself and the
Subsidiaries with a source of funds to assist each of them in meeting their
respective compensatory obligations to their employees. The Management Committee
shall direct that the assets of the Trust be invested and reinvested primarily
in Shares.

     The trust agreement creating the Trust contains procedures to the following
effect:  In the event of the insolvency of the Company, the assets of the Trust
shall be available to pay the claims of creditors of the Company as a court of
competent jurisdiction may direct.  The Company shall be deemed to be
"insolvent" if the Company is generally unable to pay its debts as they become
due or if the Company is subject to a pending proceeding under the bankruptcy
laws of the United Kingdom.  In the event the Company becomes insolvent, the
Board of Directors and the Chief Executive Officer of the Company have a duty to
inform the Trustee in writing of the Company's insolvency.  Upon receipt of such
notice, or if the Trustee receives written notice from a person claiming to be a
creditor of the Company alleging such insolvency, the Trustee shall cease making
payments from the assets of the Trust, shall hold such assets for the benefit of
creditors of the Company and shall resume payments from the assets of the Trust
only after the Trustee has determined that the Company is not, or is no longer,
insolvent.

     Section 8.3  Internal Funding.  The Subsidiaries shall have no obligations
                  ----------------
to make contributions to the Trust, although a Subsidiary may reimburse the
Company for contributions to the Trust made by the Company on behalf of
employees of such Subsidiary. The Subsidiaries shall have obligations to make
payments under the Plan to the Participants that are their respective employees.
To the extent that a Subsidiary's obligations under the Plan are satisfied by
the Company or by the distribution of assets from the Trust, such distribution
shall be treated as a capital contribution from the Company to the Subsidiary as
of the date on which such obligation is satisfied. To the extent that a
Subsidiary reimburses the Company for contributions to the Trust and the Company
then fails to satisfy the Subsidiary's obligation under the Plan (by a
distribution from the Trust or otherwise) and the Subsidiary pays such
obligations, the Subsidiary shall have the right to recover such payment from
the Company.

                                  ARTICLE IX
                              SECURITIES MATTERS

     Subject to Section 7.5, the Company shall use its best efforts to ensure
that any securities distributed to Participants hereunder are marketable at the
time of distribution.  Notwithstanding anything herein to the contrary, the
Company shall not be obliged to cause to be delivered any certificates
evidencing Shares pursuant to the Plan unless and until the Company is advised
by its counsel that the delivery of such certificates is in compliance with all
applicable laws, regulations of governmental authority and the

                                       14
<PAGE>

requirements of The Stock Exchange and any other securities exchange on which
Shares are traded. The Management Committee may require, as a condition of the
delivery of certificates evidencing Shares pursuant to the terms hereof, the
recipient of such Shares to make such covenants, agreements and representations,
and that such certificates bear such legends, as the Management Committee, in
its sole discretion, deems necessary or desirable, provided that any such
legends shall not contravene any rules or regulations of The Stock Exchange or
any applicable statute.

                                   ARTICLE X
                           MISCELLANEOUS PROVISIONS

     Section 10.1  Taxes.  As a condition to the making of any Award, the
                   -----
vesting of any Award or the lapse of the restrictions pertaining thereto, the
Company or a Subsidiary may require a Participant to pay such sum to the Company
or such Subsidiary as may be necessary to discharge the Company's or such
Subsidiary's obligations with respect to any taxes, withholding, assessment or
other governmental charge imposed on property or income received by the
Participant pursuant to the Plan. In accordance with the rules and procedures
established by the Management Committee and in the discretion of the Management
Committee, such payment may be in the form of cash or other property. The
Company and the Subsidiaries shall have the right to withhold from any cash or
property payable to a Participant (including any salary, bonus or any other
amount payable from the Company or a Subsidiary to the Participant) an amount
sufficient to satisfy applicable withholding tax requirements, prior to a
distribution of Share certificates or other property under the Plan or to direct
the Trustee to sell any Shares or other property credited to a Participant's
Account in respect of vested Awards to satisfy applicable withholding tax
requirements. In order to satisfy such taxes, assessments or other governmental
charges, the Management Committee may direct the Trustee to pay to the Company
or a Subsidiary an amount to satisfy such obligation and to pay the balance to
the Participant. At the direction of the Participant and subject to the approval
of the Management Committee, the Company and its Subsidiaries may deduct or
withhold from any payment or distribution to a Participant whether or not
pursuant to the Plan in order to satisfy required withholding obligations under
the Plan.

     Section 10.2  No Special Employment Rights.  Nothing contained in the Plan
                   ----------------------------
shall confer upon any Participant any right with respect to the continuation of
the Participant's employment by the Company or a Subsidiary or interfere in any
way with the right of the Company or a Subsidiary at any time to terminate such
employment or demote such Participant from the status of "Global Partner"
without prior notice at any time for any or no reason. Each Participant shall,
by participating in the Plan, waive all and any right to compensation or damages
in consequence of the termination of his office or employment with the Company
or a Subsidiary for any reason whatsoever in so far as these rights arise or may
arise from his ceasing to have rights under the Plan as a result of

                                       15
<PAGE>

such termination. Nothing in the Plan shall be deemed to give any employee of
the Company or a Subsidiary any right to participate in the Plan.

     Section 10.3  Expenses.  Subject to the Trust Agreement, all expenses and
                   --------
costs in connection with the administration of the Plan shall be borne by the
Company and the Subsidiaries.

     Section 10.4  Titles and Headings Not to Control.  The titles to Articles
                   ----------------------------------
and headings of Sections in the Plan are placed herein for convenience of
reference only and shall not affect the meaning of any of the provisions of the
Plan.

     Section 10.5  Amendment or Termination of Plan.  The Remuneration Committee
                   --------------------------------
may modify, amend, suspend or terminate this Plan in whole or in part at any
time, provided that, such modification, amendment, suspension or termination
      -------- ----
shall not, without a Participant's consent, affect adversely the rights of a
Participant with respect to outstanding Awards that have not previously been
forfeited; provided further, that the Remuneration Committee may, without a
           -------- -------
Participant's consent, amend the Plan from time to time in such a manner as may
be necessary to avoid having the Plan, the Trust Agreement or the Trust being
subject to ERISA and to avoid the current taxation of the assets held in the
Trust.  In this regard, neither a Participant's incurring tax liability nor the
loss of an investment opportunity as a result of the termination of the Plan
shall be considered an impairment of the rights of a Participant.

     Upon termination of the Plan or the Trust, unvested Awards of each
Participant shall immediately vest and the Shares, cash or other property, or
the equivalent thereof, credited to the Account of each Participant in respect
of vested Awards shall be distributed to each such Participant in order to meet
the payment obligations under the Plan with respect to each such Participant.
In the event that Shares or other property allocated to unvested Awards have
been previously forfeited, the Management Committee shall determine how such
Shares and other property shall be applied to provide compensation and benefits
to employees of the Company and the Subsidiaries.  No portion of the assets held
in the Trust shall revert to the Company or the Subsidiaries at any time except
for the reimbursement of taxes pursuant to Section 10.1 and the Trust Agreement;
provided that, in the event of the insolvency of the Company, the assets of the
Trust shall be available to pay the claims of creditors of the Company as
provided in Section 8.2 and the Trust Agreement.

     Section 10.6  Governing Law.  Effective as of December 24, 1997, the Plan,
                   -------------
as amended from time to time, and all rights hereunder shall be governed by,
administered and enforced in accordance with the laws of the State of New York
(without reference to the choice of law doctrine).

                                       16
<PAGE>

     Section 10.7  Waiver of Punitive Damages.  There is no right to punitive,
                   --------------------------
exemplary or similar damages as a result of any controversy or claim arising out
of, relating to or in connection with the Plan, or the breach, termination or
validity thereof, and each Participant shall, by participating in the Plan,
waive all and any of such rights.

Section 10.8  Restrictions on Transfer.  No transfer (other than any transfer
              ------------------------
made by will or by the laws of descent and distribution), charge or encumbrance
by a Participant of any right to any payment hereunder, whether voluntary or
involuntary, by operation of law or otherwise, shall vest the transferee with
any interest or right in or with respect to such payment, and the transfer,
charge or encumbrance shall be of no force and effect.

     Section 10.9  Change in Control.  In the event of a Change in Control of
                   -----------------
the Company or a Participant's employer, all of a Participant's unvested
Award(s) shall immediately vest if (i) the Participant's employment with the
                                    -
Company and its Subsidiaries is involuntarily terminated other than for Cause or
(ii) the Participant voluntarily terminates employment with the Company and its
 --
Subsidiaries for "good reason" which shall mean (a) reduction in compensation
                                                 -
following the Change in Control or (b) reduction in responsibilities or position
                                    -
following the Change in Control.

     Section 10.10  Consolidation or Merger of the Company.  In the event of the
                    --------------------------------------
consolidation, amalgamation, combination or merger of the Company with or into
any other corporation, or the sale by the Company of substantially all of its
assets, the resulting successor may continue the Plan by adopting the same by
resolution of its board of directors and by executing a proper supplemental
agreement to the Trust Agreement with the Trustee.  If within ninety days from
the effective date of such consolidation, amalgamation, combination, merger or
sale of assets, such new corporation does not adopt the Plan, the rights of all
affected Participants to their respective benefits with respect to vested and
unvested Awards shall be non-forfeitable as of the effective date of such
consolidation, amalgamation, combination, merger or sale of assets.

     Section 10.11  Set-off.  In the event that the Company or a Subsidiary has
                    -------
any claims against a Participant, the Company or Subsidiary (as the case may be)
may, in its discretion, offset such claims against its obligations to such
Participant under the Plan. The Company or Subsidiary, as the case may be, shall
give notice to the Participant of any set-off effected under this Section 10.11.

     Section 10.12  Special Rules Regarding Management Committee.
                    --------------------------------------------
Notwithstanding any other provision of the Plan, with respect to any power of
the Management Committee described herein that is exercised with respect to a
Participant who is a member of the Management Committee and the exercise of such
power does not affect all Participants relatively equally, such power shall be
exercised with respect to such Participant by the non-Participant members of the
Management Committee, if any;

                                       17
<PAGE>

provided that, if all members of the Management Committee are Participants, then
-------- ----
such powers shall be exercised with respect to such Participants by the
Remuneration Committee.

                                       18
<PAGE>

                           SPECIAL RULES RELATING TO
                             PARTICIPANTS IN JAPAN

     In order to comply with laws and regulations of Japan and notwithstanding
Section 7.6 or any other provision of the Plan, the Management Committee shall
not accelerate the time of distribution with respect to any Awards of a
Participant resident in, or employed by a Subsidiary that is resident in, Japan.

                                       19