F-4

As filed with the Securities and Exchange Commission on January 12, 2005

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AMVESCAP PLC

(Exact name of registrant as specified in its charter)

England and Wales	Not Applicable	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

30 Finsbury Square

London

EC2A 1AG United Kingdom

Telephone: 011-44-207-638-0731

Facsimile: 011-44-207-065-3962

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Erick R. Holt

General Counsel

AMVESCAP PLC

1315 Peachtree Street NE

Suite 500

Atlanta, Georgia 30309

Telephone: (404) 479-2863

Facsimile: (404) 962-8293

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Mark F. McElreath

Alston & Bird LLP

90 Park Avenue

New York, New York 10016

Telephone: (212) 210-9595

Facsimile: (212) 210-9444

Approximate date of commencement of proposed sale to the public:    As soon as practicable after the effective date of this registration statement.

TABLE OF GUARANTORS / ADDITIONAL REGISTRANTS

The following subsidiaries of AMVESCAP PLC are guarantors of the registered notes and are co-registrants:

Exact name of registrant as specified in its charter	State or other jurisdiction of incorporation or organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
A I M Management Group Inc. (1)	Delaware	551112	76-0528004
A I M Advisors, Inc. (1)	Delaware	523900	74-1881364
INVESCO Institutional (N.A.), Inc. (2)	Delaware	523900	58-1707262
INVESCO North American Holdings, Inc. (3)	Delaware	523900	51-0264787

(1) The address, including zip code, and telephone number, including area code, of the guarantor co-registrant is 11 Greenway Plaza, Suite 100, Houston, Texas 77046; Telephone : (800) 347-1919; Facsimile: (713) 214-7596. The agent for service for this co-registrant is Erick R. Holt, AMVESCAP PLC – General Counsel, who is located at 1315 Peachtree Street N.E., Suite 500, Atlanta, Georgia 30309; Telephone: (404) 479-2863; Facsimile: (404) 962-8293.

(2) The address, including zip code, and telephone number, including area code, of the guarantor co-registrant is One Midtown Plaza, 1360 Peachtree Street N.E., Atlanta, Georgia 30309; Telephone: (404) 892-0896; Facsimile: (404) 439-4911. The agent for service for this co-registrant is Erick R. Holt, AMVESCAP PLC – General Counsel, who is located at 1315 Peachtree Street N.E., Suite 500, Atlanta, Georgia 30309; Telephone: (404) 479-2863; Facsimile: (404) 962-8293.

(3) The address, including zip code, and telephone number, including area code, of the guarantor co-registrant is 1315 Peachtree Street N.E., Suite 500, Atlanta, Georgia 30309; Telephone: (404) 479-2888; Facsimile: (404) 724-4248. The agent for service for this co-registrant is Erick R. Holt, AMVESCAP PLC – General Counsel who is located at 1315 Peachtree Street N.E., Suite 500, Atlanta, Georgia 30309; Telephone: (404) 479-2863; Facsimile: (404) 962-8293.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Note (1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee (2)
4.500% Senior Notes due 2009	$300,000,000	100%	$300,000,000	$35,310
Guarantees of Notes (3)	$300,000,000	(4)	(4)	(5)
5.375% Senior Notes due 2014	$200,000,000	100%	$200,000,000	$23,540
Guarantees of Notes (3)	$200,000,000	(4)	(4)	(5)
		Total Registration Fee		$58,850

(1) Estimated pursuant to Rule 457(f) under the Securities Act of 1933, as amended, solely for purposes of calculating the registration fee.

(2) The registration fee for the securities offered hereby has been calculated under Rule 457(f)(2) of the Securities Act.

(3) See Table of Guarantors / Additional Registrants above.

(4) No separate consideration will be received for the guarantees.

(5) Pursuant to Rule 457(n), no registration fee is required for the guarantees.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 12, 2005

PROSPECTUS

AMVESCAP PLC

Offer to Exchange

$300,000,000 of Its 4.500% Notes Due 2009

Registered under the Securities Act,

for $300,000,000 of Its Outstanding Unregistered

4.500% Notes Due 2009 and

$200,000,000 of Its 5.375% Notes Due 2014,

Registered under the Securities Act,

for $200,000,000 of Its Outstanding Unregistered

5.375% Notes Due 2014

This exchange offer will expire at 5:00 p.m.,

New York City time, on                     , 2005, unless extended.

Ÿ We are offering to exchange $300 million aggregate principal amount of registered 4.500% notes due December 15, 2009, which have been registered under the Securities Act of 1933, as amended, for all $300 million aggregate principal amount of outstanding unregistered 4.500% notes due December 15, 2009.

Ÿ We are also offering to exchange $200 million aggregate principal amount of registered 5.375% notes due December 15, 2014, which have been registered under the Securities Act, for all $200 million aggregate principal amount of outstanding unregistered 5.375% notes due December 15, 2014.

Ÿ The terms of the new notes will be substantially identical to the old notes that we issued on December 14, 2004, except that the new notes will be registered under the Securities Act and will not be subject to transfer restrictions or registration rights. The old notes were issued without compliance with the registration requirements of the Securities Act in reliance upon an available exemption.

Ÿ We will pay interest on the new notes on each June 15 and December 15, beginning June 15, 2005.

Ÿ The new notes will be fully and unconditionally guaranteed by each of our existing and future U.S. subsidiaries that are or become guarantors of our credit facility.

Ÿ Subject to the terms of this exchange offer, we will exchange the new notes for all old notes that are validly tendered and not withdrawn prior to the expiration of this exchange offer. The exchange offer is not conditioned upon the exchange of a minimum principal amount of old notes.

Ÿ The exchange of old notes for new notes in this exchange offer should not be a taxable event for U.S. federal income tax purposes and should not result in a charge to U.K. tax.

Ÿ We will not receive any proceeds from this exchange offer.

Ÿ We plan to list the new notes on the Luxembourg Stock Exchange.

Investing in the new notes involves risks. You should consider carefully the risk factors beginning on page 19 of this prospectus before tendering your old notes in this exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the new notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2005

TABLE OF CONTENTS

	Page No.
Important Information About This Prospectus	i
Where You Can Find More Information	ii
Cautionary Statement Regarding Forward-Looking Statements	iii
Summary	1
Risk Factors	19
Presentation of Financial Information	27
Use of Proceeds	28
Capitalization	29
Business	30
Management	35
This Exchange Offer	40
Description of the New Notes	48
Tax Considerations	59
Plan of Distribution	65
Enforceability of Civil Liabilities	66
Legal Matters	66
Experts	66

IMPORTANT INFORMATION ABOUT THIS PROSPECTUS

You should rely only on the information set forth in this prospectus and incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

We are not making this exchange offer to, and we will not accept surrenders for exchange from, holders of old notes in any jurisdiction in which this exchange offer or the acceptance of this exchange offer would violate the securities or other laws of that jurisdiction.

Unless the context otherwise requires, as used in this prospectus:

• the terms “AMVESCAP,” “our,” and “we” refer to the combined entities of AMVESCAP PLC and its subsidiaries, including those subsidiaries of AMVESCAP that are guarantors of the notes;

• the term “old 2009 notes” refers to the 4.500% senior notes due 2009 that we issued on December 14, 2004;

• the term “old 2014 notes” refers to the 5.375% senior notes due 2014 that we issued on December 14, 2004;

• the term “old notes” refers to the old 2009 notes and the old 2014 notes, collectively;

• the term “new 2009 notes” refers to the 4.500% senior notes due 2009 that we registered under the Securities Act of 1933, as amended (or, the “Securities Act”) and that we are offering in exchange for the old 2009 notes;

• the term “new 2014 notes” refers to the 5.375% senior notes due 2014 that we registered under the Securities Act and that we are offering in exchange for the old 2014 notes;

• the term “new notes” refers to the new 2009 notes and the new 2014 notes, collectively; and

• the term “notes” refers to the old notes and the new notes, collectively.

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Each broker-dealer that receives new notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes if the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We and the guarantors have agreed that, starting on the expiration date (as defined in this prospectus) and ending on the close of business one year after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any resale. See “Plan of Distribution.”

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission (or, the “SEC”) a registration statement on Form F-4 under the Securities Act relating to the exchange offer. We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (or, the “Exchange Act”) and file reports and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Room of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities. Our SEC filings are also available at the office of the New York Stock Exchange. For further information on obtaining copies of our public filings at the New York Stock Exchange, you should call (212) 656-5060. So long as the notes are listed on the Luxembourg Stock Exchange, you also may obtain copies, free of charge, from the office of the paying agent in Luxembourg.

We are “incorporating by reference” into this prospectus certain documents we file with the SEC, which means that we can disclose important information to you by referring you to these documents. The information in the documents incorporated by reference is considered to be part of this prospectus. We incorporate by reference our annual report on Form 20-F for the fiscal year ended December 31, 2003 and our reports on Form 6-K furnished on September 8, 2004 and October 28, 2004, which we have already furnished to the SEC, as well as any future annual reports on Form 20-F and reports on Form 6-K (if specifically incorporated by reference in such Form 6-Ks) we may file with or furnish to the SEC under Sections 13(a), 13(c) or 15(d) of the Exchange Act prior to the completion of this exchange offer.

Information contained in this prospectus supplements, modifies or supersedes, as applicable, the information contained in earlier-dated documents incorporated by reference. Information in documents that we file with the SEC after the date of this prospectus will automatically update and supersede information in this prospectus or in earlier-dated documents incorporated by reference.

We will provide a copy of the documents we incorporate by reference (including any exhibits specifically incorporated by reference in such documents), at no cost, to any person who receives this prospectus. To request a copy of any or all of these documents, you should write or telephone us at: 1315 Peachtree Street, N.E., Atlanta, Georgia 30309 (facsimile: 404-962-8156; telephone: 404-479-1095), Attention: Investor Relations.

If you would like to request copies of any of the documents we incorporate by reference, please do so by no later than                     , 2005 in order to receive the documents before this exchange offer expires on                     , 2005.

In addition, for so long as any of the new notes remain outstanding and during any period in which we are not subject to Section 13 or 15(d) of the Securities Exchange Act, we will make available to any prospective purchaser or beneficial owner of the new notes in connection with the sale thereof the information required by Rule 144A(d)(4) under the Securities Act.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

We believe it is important to communicate our future expectations to our shareholders and to the public. This prospectus includes, and documents incorporated by reference herein, other public filings and oral and written statements by us and our management may include, statements that constitute “forward-looking statements” within the meaning of the federal securities laws. These statements are based on the beliefs and assumptions of our management and on information available to our management at the time such statements were made. Forward-looking statements include information concerning possible or assumed future results of our operations, earnings, liquidity, cash flow and capital expenditures, industry or market conditions, assets under management, acquisition activities and the effect of completed acquisitions, debt levels and the ability to obtain additional financing or make payments on our debt, regulatory developments, demand for and pricing of our products and other aspects of our business or general economic conditions. In addition, when used in this prospectus or the documents incorporated by reference herein, words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “may,” “could,” “should,” “would” or similar expressions, are intended to identify forward-looking statements.

Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Although we make such statements based on assumptions that we believe to be reasonable, there can be no assurance that actual results will not differ materially from our expectations. Many of the factors that will determine these results are beyond our ability to control or predict. We caution investors not to rely unduly on any forward-looking statements.

The following important factors, and other important factors described elsewhere or incorporated by reference in this prospectus or in our other filings with the SEC, among others, could cause our results to differ from any results that we may project, forecast or estimate in any such forward-looking statements: (1) variations in demand for our investment products; (2) significant changes in net cash flows into or out of our business; (3) significant fluctuations in the performance of debt and equity markets worldwide; (4) the effect of political or social instability in the countries in which we invest or do business; (5) the effect of terrorist attacks in the countries in which we invest or do business and the escalation of hostilities that could result therefrom; (6) enactment of adverse state, federal or foreign legislation or changes in government policy or regulation (including accounting standards) affecting our operations or the way in which our profits are taxed; (7) war and other hostilities in or involving countries in which we invest or do business; (8) adverse results in litigation, including private civil litigation related to market timing, mutual fund fees and mutual fund sales practices, the subject matter of our recently-settled SEC and other civil enforcement actions and investigations, and any similar potential regulatory or other proceedings; (9) exchange rate fluctuations; (10) the effect of economic conditions and interest rates on a U.K., U.S. or international basis; (11) our ability to compete in the investment management business; (12) the effect of consolidation in the investment management business; (13) limitations or restrictions on access to distribution channels for our products; (14) our ability to attract and retain key personnel; (15) the investment performance of our investment products and our ability to retain our accounts; (16) our ability to acquire and integrate other companies into our operations successfully and the extent to which we can realize anticipated cost savings and synergies from such acquisitions; (17) changes in regulatory capital requirements; and (18) the effect of system delays and interruptions on our operations. Other factors and assumptions not identified above were also involved in the derivation of these forward-looking statements, and the failure of such other assumptions to be realized as well as other factors may also cause actual results to differ materially from those projected. For more discussion of the risks affecting us, please refer to “Risk Factors” elsewhere in this prospectus.

You should consider the areas of risk described above in connection with any forward-looking statements that may be made by us and our businesses generally. Except for our ongoing obligations to disclose material information under applicable securities laws, we undertake no obligation to release publicly any revisions to forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law. For these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act of 1934.

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SUMMARY

The following summary is not complete and may not contain all of the information that may be important to you. You should read this entire prospectus carefully, including the information under the caption “Risk Factors” and the information incorporated by reference into this prospectus.

This Exchange Offer

Background We issued the old notes in a private offering in December 2004. In connection with that private offering, we entered into a registration rights agreement in which we agreed, among other things, to deliver this prospectus to you and to complete an exchange offer for the old notes.

General We are offering to exchange old notes for a like principal amount of new notes. Old notes may be tendered, and new notes will be issued, only in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. Currently, $300 million in principal amount of old 2009 notes is outstanding and $200 million in principal amount of old 2014 notes is outstanding.

The terms of the new notes are identical in all material respects to the terms of the old notes except that the new notes are registered under the Securities Act and generally are not subject to transfer restrictions or registration rights.

Resale of registered notes We believe that you can resell and transfer your new notes without registering them under the Securities Act and delivering a prospectus if:

• you are acquiring the new notes in the ordinary course of your business for investment purposes;

• you are not engaged in, do not intend to engage in and have no arrangement or understanding with anyone to participate in a distribution of the new notes (within the meaning of the Securities Act); and

• you are not an affiliate of AMVESCAP within the meaning of Rule 405 under the Securities Act.

Our belief is based on interpretations expressed in some of the SEC’s no-action letters to other issuers in similar exchange offers. However, we cannot guarantee that the SEC would make a similar decision about this exchange offer. If our belief is wrong, or if you cannot truthfully make the necessary representations, and you transfer any new note received in this exchange offer without meeting the registration and prospectus delivery requirements of the Securities Act or without an exemption from these requirements, then you could incur liability under the Securities Act. We are not indemnifying you for any liability that you may incur under the Securities Act. A broker-dealer can only resell or transfer new notes if it delivers a prospectus in connection with the resale or transfer.

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If you are a broker-dealer that will receive new notes for your own account in exchange for old notes that you acquired as a result of your market-making or other trading activities, you will be required to acknowledge in the letter of transmittal that you will deliver a prospectus in connection with any resale of the new notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to be an “underwriter” within the meaning of the Securities Act. A broker-dealer may use this prospectus for an offer to resell or otherwise transfer the new notes. We have agreed that, for a period of one year after the date of this prospectus, we will make this prospectus and any amendment or supplement to this prospectus available to any broker-dealer for use in connection with any resale. See “Plan of Distribution.”

Consequences of failure to exchange Old notes that are not tendered in the exchange offer or that are not accepted for exchange will continue to bear legends restricting their transfer. You will not be able to offer or sell the old notes unless:

• each offer or sale is made pursuant to an exemption from the requirements of the Securities Act; or

• the old notes are registered under the Securities Act.

After the exchange offer is closed, we will no longer have an obligation to register the old notes except in some limited circumstances. See “Risk Factors—Risks Related to the Notes and the Exchange Offer—If you fail to properly exchange your old notes for new notes, you will continue to hold old notes which are subject to transfer restrictions, and the liquidity of the trading market for any untendered old notes may be substantially limited.”

Expiration date This exchange offer will expire at 5:00 p.m., New York City time, on                     , 2005, unless we extend it. We do not currently intend to extend the expiration date.

Withdrawal of tenders You may withdraw the surrender of your old notes at any time prior to the expiration date.

Conditions to this exchange offer This exchange offer is subject to customary conditions, which we may assert or waive. See “This Exchange Offer—Conditions to this Exchange Offer.”

Regulatory Approvals We are not aware of any material governmental approvals or actions that are required to complete the exchange offer, other than in connection with the filing of the registration statement of which this prospectus is a part.

Procedures for tendering If you wish to accept this exchange offer and your old notes are held by a custodial entity such as a bank, broker, dealer, trust company or other nominee, you must instruct the custodial entity to tender your old notes on your behalf pursuant to the procedures of the custodial entity. If your old notes are registered in your name, you must

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complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You then must mail or otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with the old notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal.

Custodial entities that are participants in The Depository Trust Company, or DTC, must tender old notes through DTC’s Automated Tender Offer Program, or ATOP. ATOP enables a custodial entity, and the beneficial owner on whose behalf the custodial entity is acting, to electronically agree to be bound by the letter of transmittal. A letter of transmittal need not accompany tenders effected through ATOP.

By tendering your old notes in either of these manners, you will make and agree to the representations that appear under “This Exchange Offer—Purpose and Effect of this Exchange Offer.”

Closing The new notes will be issued in exchange for corresponding old notes in this exchange offer, if consummated, on the fifth business day following the expiration date of this exchange offer or as soon as practicable after that date.

Taxation The exchange of old notes for new notes in this exchange offer should not be a taxable event for U.S. federal income tax purposes and should not result in a charge to U.K. tax. See “Tax Considerations.”

Exchange agent SunTrust Bank is the exchange agent for this exchange offer. The address and telephone number of the exchange agent are set forth under the caption “This Exchange Offer—Exchange Agent.”

The New Notes

The new notes have the same financial terms and covenants as the old notes, which are as follows:

Issuer AMVESCAP PLC

Notes offered $300 million aggregate principal amount of 4.500% senior notes due 2009;

$200 million aggregate principal amount of 5.375% senior notes due 2014.

Further issuances The amount of each series of notes we can issue under the indentures for the notes is unlimited. We initially issued the old 2009 notes in an initial aggregate principal amount of $300 million and the old 2014 notes in an initial aggregate principal amount of $200 million. However, we may issue additional notes under the indentures without your consent and without notifying you.

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Maturity December 15, 2009 for the 4.500% notes due 2009;

December 15, 2014 for the 5.375% notes due 2014.

Interest Interest will accrue from the issue date of the new 2009 notes at a rate equal to 4.500% per year. Interest will accrue from the issue date of the new 2014 notes at a rate equal to 5.375% per year. We will pay interest on the new notes on June 15 and December 15 of each year, beginning on June 15, 2005.

Guarantees Each of our U.S. subsidiaries that guarantees our credit facilities will fully and unconditionally guarantee the new notes. If, after completion of this offering, additional subsidiaries guarantee our credit facilities, such subsidiaries will also be required to guarantee the new notes. See “Description of the New Notes—Guarantees.”

Listing We have applied to list the old notes and the new notes on the Luxembourg Stock Exchange. Assuming our listing application is approved, the new notes and any old notes not exchanged in this exchange offer will be listed on Luxembourg Stock Exchange.

Ranking The new notes will be our senior unsecured obligations and will rank equally with all of our other existing and future senior unsecured indebtedness. The guarantees will rank equally with all of the guarantors’ other existing and future senior unsecured indebtedness. We and the guarantors had a total of approximately $1.2 billion of senior unsecured indebtedness outstanding at September 30, 2004. The new notes will effectively rank junior to all indebtedness and other liabilities of our subsidiaries which are not guarantors. There were no material amounts of such indebtedness outstanding as of September 30, 2004. See “Description of the New Notes—Ranking.”

Optional redemption We may redeem all or a portion of the new notes of each series from time to time at a price equal to the greater of:

• 100% of the principal amount thereof; or

• the sum of the present value of the principal amount and interest on the new notes being redeemed plus a make-whole premium.

See “Description of the New Notes—Optional Redemption.”

Redemption for tax reasons If we or any of the guarantors must pay additional amounts to compensate holders of the new notes for U.K. withholding taxes, then we may redeem all, but not less than all, of the new notes of each series at a price equal to 100% of their principal amount plus accrued and unpaid interest and any additional amounts to the redemption date. See “Description of the New Notes—Redemption for Tax Reasons.”

Merger covenant The indentures governing each series of new notes will contain a covenant that will limit our and the guarantors’ ability to consolidate, merge or dispose of all or substantially all of our or their assets.

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Use of proceeds We will not receive any proceeds from this exchange offer.

Luxembourg listing agent Banque Générale du Luxembourg S.A.

Governing law The new notes and the indentures governing each series of new notes will be governed by the laws of the State of New York.

Risk Factors

You should read the section entitled “Risk Factors,” as well as the other cautionary statements throughout this prospectus, to ensure you understand the risks associated with tendering your old notes in exchange for new notes and your investment in the new notes.

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AMVESCAP PLC

We are one of the world’s largest independent investment management groups, with $362.7 billion of assets under management at September 30, 2004. We provide our clients with a broad array of domestic, international and global investment products, focused primarily on investment management. We have a significant presence in the institutional and retail segments of the investment management industry in North America, Europe and Asia.

We operate through various subsidiaries and divisions throughout the world. We are committed to managing assets regionally and believe that our local investment managers provide us with a competitive advantage. We have a team of approximately 610 investment professionals located around the world. In addition, we offer multiple investment styles for the various investment objectives and asset classes of the products we offer. Our products include equity, balanced, fixed income, money market and real estate investment portfolios. Approximately 54% of our assets under management as of September 30, 2004 were invested in equities, and approximately 46% were invested in fixed income and other securities.

We use several methods to distribute our products to retail and institutional clients in each of our markets. In North America, we offer load mutual funds, separate account management and “wrap” or managed accounts. Managed accounts offer individuals and smaller institutions comprehensive investment management services under a single-fee structure covering substantially all charges, including investment management, brokerage, custody, record keeping and reporting. Outside of North America, we offer unit trusts, ICVCs (an Investment Company with Variable Capital) and other European and Asian mutual funds, as well as private account management for retail and institutional investors. Our retail and institutional clients are located in more than 100 countries.

Our business units work together to provide products and services to our clients. A variety of advisory and sub-advisory arrangements allow our business units to access specific areas of investment management expertise located elsewhere within our company. We believe that our ability to develop and distribute products across businesses via multiple delivery channels allows us to offer our clients a broader range of products and services than most of our competitors.

We have organized our operations with a view to maximizing the benefits of a local presence while exploiting the synergies of a global organization. We are organized into four operating groups:

AIM which manages, distributes and administers (i) the AIM Investments family of 76 retail mutual funds in the United States, and (ii) the AIM Trimark family of 72 retail mutual funds in Canada, and provides services through managed accounts;

INVESCO which manages portfolios for institutional investors in North America and institutional and retail investors outside of North America (primarily Europe and Asia), and provides services through managed accounts;

Private Wealth Management (PWM) which provides wealth management services to high net worth individuals and their families as well as asset management services to foundations and endowments in the United States under the Atlantic Trust brand; and

AMVESCAP Retirement which distributes our investment management and other products by developing, marketing, managing and providing administrative and related services to defined contribution plans, such as 401(k) plans, and related retirement products throughout the world.

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Over the past twelve months, we have completed the following acquisitions which have contributed to growth in our assets under management:

• in December 2003, we acquired the Hypo-und Vereinsbank’s institutional real estate funds management business, adding $2.9 billion in assets under management to INVESCO; and

• in March 2004, our Private Wealth Management division acquired Stein Roe Investment Counsel LLC, adding over $7 billion in assets under management.

Our Business Strategy

We have developed a strategy based on elements which we believe are essential to maintaining a significant presence in the global asset management industry—globalization, diverse product offerings and multiple distribution channels. In addition, we believe that an experienced staff of professional employees whose interests are aligned with shareholders is a key factor in our ability to implement our goals.

Globalization.    We believe that the investment management industry will continue to become more global in scope, and that large investment management companies that can locally manage investments for clients in different international markets will be in the strongest position to compete successfully. We have established offices with investment and client service professionals in each of the major world capital markets in order to take advantage of the trend toward globalization.

Diverse Product Offerings.    We believe that our ability to offer a full range of retail and institutional investment products managed locally in a wide variety of investment styles enhances our opportunities for attracting new clients and cross-selling our products to existing clients. Each of our business units markets the products and services offered by our other business units to its local and regional clients to enhance the range of investment management products and services offered to our clients. Our broad product line includes a large and varied number of investment products. We seek to capitalize on the increase in the demand for these products around the world.

Multiple Distribution Channels.    Our extensive distribution network enables us to market our products to retail and institutional clients in more than 100 countries throughout the world. We sell our products directly to investors through offices in 18 countries. We also maintain an extensive distribution network through strategic relationships with a variety of financial intermediaries, including major wire houses, regional broker-dealers, banks and financial planners in North America, and independent brokers and financial advisors, banks and financial organizations in Europe and Asia. We seek to sell our products through available distribution channels and to expand our existing distribution network.

Alignment of Interests of Employees and Shareholders.    We view our experienced management team as a key factor in our growth. Although we are a public company, our management philosophy is entrepreneurial and decentralized, with senior professionals having significant responsibility and autonomy. We believe that our structure allows each operating group to focus on and maximize local investment opportunities, compete more effectively in sales and marketing efforts and operate more efficiently. We also believe that stock ownership by management and other employees is an important means of aligning their interests with those of our shareholders. We have implemented various employee benefit plans to facilitate stock ownership by management and employees.

Recent Developments

Market Timing Settlement.    In November 2003, Invesco Funds Group, Inc., now part of our AIM operating group, was advised by the staff of the SEC and of the Office of the New York State Attorney General of their intentions to recommend civil enforcement actions against Invesco Funds Group based on market timing

7

activities by certain investors in its mutual funds. Additionally, Invesco Funds Group and A I M Advisors, Inc., also part of our AIM operating group, received detailed requests for information on shareholder trading activities from the SEC and the New York Attorney General, and cooperated fully with the regulators to address their requests in these investigations. Subsequently, we were notified by regulators in several other states that they were opening, or were considering opening, similar actions or investigations.

On October 8, 2004, we reached final settlements with the Attorneys General of New York and Colorado, the Colorado Division of Securities, the Secretary of State of Georgia and the SEC regarding the civil enforcement actions and investigations related to market timing. Under the terms of the settlements, Invesco Funds Group will pay a total of $326.7 million, of which $110 million is civil penalties. As of the date of this prospectus, A I M Advisors had paid a total of $50 million, of which $30 million was civil penalties. Also, under the agreements with New York and Colorado, we agreed to reduce our management fees on the AIM/INVESCO funds for the next five years. The reduction in our percentage fee rates, as applied to our assets under management at July 1, 2004, would result in a $15 million annual reduction in fees. This amount will vary as assets under management increase or decrease. Prior to these settlements, we also were contacted by various other state and federal regulatory authorities. None of them participated in the announced settlement.

Under the terms of the settlements, A I M Advisors agreed to make certain governance reforms, including maintaining an internal controls committee and retaining an independent compliance consultant, a corporate ombudsman and an independent distribution consultant who will determine the methodology for distributing the $325 million in settlement payments. Also, commencing in 2007 and at least once every other year thereafter, A I M Advisors has agreed to undergo a compliance review by an independent third party. In addition, under the terms of the settlements, A I M Advisors has undertaken to cause the AIM Funds to operate in accordance with certain governance policies and practices, including retaining a full-time independent senior officer whose duties include monitoring compliance and managing the process by which proposed management fees to be charged to the AIM Funds are negotiated. Commencing in 2008 and not less than every fifth calendar year thereafter, the AIM Funds have agreed to hold shareholder meetings at which their respective Boards of Trustees will be elected. Further, A I M Advisors implemented a number of measures to strengthen controls and ensure compliance with policies designed to protect the interests of fund shareholders. They include:

• strengthened daily monitoring of trading activities;

• the imposition of a 2% redemption fee on additional funds believed to be most vulnerable to harmful short-term trading;

• the implementation of an enhanced exchange policy designed to limit exchanges between funds; and

• an enhanced fair value pricing policy.

We intend to retain an independent consultant to oversee the distribution of the restoration fund amounts to mutual fund shareholders. We are also evaluating the pursuit of legal action against third parties who facilitated late trading or any other illegal activity.

In addition to corporate governance changes adopted as part of the settlements, we initiated changes across operations to help ensure we put clients’ interests first in all activities. We initiated a program to significantly increase our legal, compliance and internal audit capabilities. We also created a company-wide compliance reporting line that provides employees and others with a confidential way to voice concerns about potentially improper activity.

For a further discussion of the settlements, see “Risk Factors—Various governmental enforcement actions and investigations and ongoing civil litigation relating to certain practices in the mutual fund industry could adversely affect our assets under management and future financial results, and increase our costs of doing business” included elsewhere in this prospectus.

8

Management and Board Changes.    In 2004, there were several changes in the make-up of our management and Board of Directors (or, the “Board”), including:

• Dr. Thomas Fischer joined our Board as a Non-Executive Director in February 2004. He is Chairman of the Managing Board of WestLB AG. Prior to joining WestLB, Dr. Fischer served as Chief Operating Officer and member of the Management Board of Deutsche Bank AG.

• Edward Lawrence joined our Board as a Non-Executive Director in October 2004. He is a partner at Ropes & Gray, a Boston law firm, where he also heads the investment committee of the firm’s Trust Department.

• Robert F. McCullough stepped down from our Executive Management Committee and Board of Directors in April 2004 in connection with his retirement, having served as a Director and our Chief Financial Officer since 1996.

• James Robertson joined our Board as a Director and was named our Chief Financial Officer in April 2004. He has served as a member of the Executive Management Committee of our company since March 1999. He joined our company as Director of Finance and Corporate Development for INVESCO Global’s European division in 1993 and repeated this role for the Pacific division in 1995. Mr. Robertson became Managing Director of Global Strategic Planning in 1996 and served as Chief Executive Officer of AMVESCAP Group Services, Inc. from 2001 to 2004.

• John (“Jack”) S. Markwalter Jr. was named the Chief Executive Officer and President of our Private Wealth Management division in January 2004 and joined our Executive Management Committee in October 2004. Prior to joining Atlantic Trust in 2002, Mr. Markwalter served as Managing Director and National Director of the Client Strategy Group for Morgan Stanley Private Wealth Management.

• David Ridley was named the Chief Executive Officer of the INVESCO Division’s Alternatives Group in April 2004 and joined our Executive Management Committee in October 2004. He has served as Managing Partner of INVESCO Real Estate since its inception in 1983 and has over 29 years of alternative asset class experience.

• Karen D. Kelley joined our Executive Management Committee in February 2004 and has served as the Director of Cash Management, the President of Fund Management Company and a Managing Director of A I M Capital Management, Inc. since 2001.

Our Executive Chairman and Chief Executive Officer, Charles Brady, has previously indicated the company’s intent to separate the roles of Chairman and CEO in the near future. Mr. Brady will remain as Chairman. The selection of a new CEO has yet to be made and is the responsibility of the Nomination and Corporate Governance Committee of the Board.

9

Results of Operations for the Nine Months Ended September 30, 2004 Compared to the Nine Months Ended September 30, 2003.    Profit before tax, goodwill amortization and exceptional items for the nine months ended September 30, 2004 increased 8.8% to £204.7 million ($370.5 million) compared with £188.1 million ($312.2 million) in 2003. Diluted earnings per share before goodwill amortization and exceptional items amounted to 16.4p for the 2004 period, an increase of 1.2% from last year’s 16.2p per share. Revenues for the nine-month period amounted to £858.0 million ($1,553.0 million) compared with £856.9 million ($1,422.5 million) for the same period of 2003.

	Results for Nine Months Ended September 30,
	2004			2003			2004 (2)			2003 (2)
	(in millions, except per share data)
Revenues	£	858.0		£	856.9		$	1,553.0		$	1,422.5
Profit before tax, goodwill amortization and exceptional items (3)	£	204.7		£	188.1			$370.5			$312.2
Earnings per share before goodwill amortization and exceptional items (4):
Basic		16.6	p		16.3	p		$0.60	(1)		$0.54	(1)
Diluted		16.4	p		16.2	p		$0.59	(1)		$0.54	(1)

(1) Per American Depositary Share, equivalent to two ordinary shares.

(2) We have translated pounds sterling for the nine months ended September 30, 2004 into U.S. dollars using the noon buying rate on September 30, 2004 of $1.81 per £1.00 and for the nine months ended September 30, 2003 using the noon buying rate of $1.66 per £1.00.

(3) For a reconciliation of profit before taxation to profit before taxation, goodwill amortization and exceptional items, see “—Selected Consolidated Financial Information.”

(4) For a reconciliation of earnings per share to earnings per share before goodwill amortization and exceptional items, see “—Selected Consolidated Financial Information.”

Earnings before interest, taxes, depreciation, amortization and exceptional items reached £276.1 million ($499.7 million) for the nine months ended September 30, 2004.

Exceptional items for the nine months ended September 30, 2004 were £249.7 million (£190.6 million, net of tax). The charge represents the settlement costs of the U.S. market timing regulatory investigations discussed above and costs associated with excess office space and reorganizations, as follows (in thousands, except per share amount):

U.S. regulatory investigation:
Settlement costs	£	208,918
Other related costs		20,249
Lease costs		20,224
Redundancy & reorganization		5,545
Other		(5,226	)
Total exceptional items	£	249,710
Total exceptional items net of tax	£	190,579
Diluted per share impact		23.5	p

The U.S. regulatory investigation settlement costs are comprised of $376.7 million in penalties and restitution costs. The related costs are primarily additional legal costs associated with the investigation. Lease costs arose as a result of excess office space in the U.K. and U.S. The provision reflects an estimate of the lease payments in excess of the expected sublease proceeds over the remaining life of the lease. Redundancy and reorganization costs primarily represent the costs of completing the integration of our U.S. mutual fund businesses. Other represents the release of previously estimated provisions to reflect actual costs incurred.

10

The following tables summarize operating profit data by operating group before goodwill amortization and exceptional items for the periods indicated:

	Nine Months Ended September 30, 2004
	Revenues		Expenses			Operating Profit (1)
	(in thousands)
AIM
U.S.	£	334,602	£	(207,865	)	£	126,737
Canada		127,077		(56,945	)		70,132
		461,679		(264,810	)		196,869
INVESCO
U.S.		134,388		(101,100	)		33,288
U.K.		137,936		(121,035	)		16,901
Europe/Asia		57,426		(55,861	)		1,565
		329,750		(277,996	)		51,754
Private Wealth/Retirement		66,565		(63,637	)		2,928
Corporate		—		(27,843	)		(27,843	)
	£	857,994	£	(634,286	)	£	223,708

	Nine Months Ended September 30, 2003
	Revenues		Expenses			Operating Profit (1)
	(in thousands)
AIM
U.S.	£	369,846	£	(227,486	)	£	142,360
Canada		111,780		(56,085	)		55,695
		481,626		(283,571	)		198,055
INVESCO
U.S.		129,250		(101,330	)		27,920
U.K.		127,656		(108,883	)		18,773
Europe/Asia		55,827		(56,150	)		(323	)
		312,733		(266,363	)		46,370
Private Wealth/Retirement		62,492		(65,349	)		(2,857	)
Corporate		—		(20,288	)		(20,288	)
	£	856,851	£	(635,571	)	£	221,280

(1) Before goodwill amortization and exceptional items. For a reconciliation of total operating profit to total operating profit before goodwill amortization and exceptional items, see “—Selected Consolidated Financial Information.”

Funds under management totaled $362.7 billion (£200.4 billion) at September 30, 2004, a decrease of $7.9 billion from December 31, 2003. Institutional money market funds, included above, amounted to $41.7 billion at September 30, 2004 compared with $50.9 billion at December 31, 2003. Approximately 54% of the total funds under management were invested in equity securities with the remaining 46% invested in fixed income and other securities at September 30, 2004. Equity securities were invested in the following disciplines at September 30, 2004: 31% in growth, 41% in core and 28% in value styles.

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Average funds under management for the nine months ended September 30, 2004 were $371.0 billion, an increase of $35.4 billion over the same period of 2003. Average funds under management during the third quarter were $364.0 billion compared with $372.6 billion for the preceding quarter, a decrease of $8.6 billion. Average institutional money market fund levels for the nine months ended September 30, 2004 were $45.7 billion compared with $52.5 billion for the nine months of 2003. Average institutional money market fund levels for the third quarter were $43.3 billion compared with $53.4 billion for the same period of 2003.

The following table summarizes changes in assets under management by operating group for the period:

				AIM					INVESCO
	Total			U.S.			Canada		U.S.			U.K.		Europe/ Asia			PWM
									(in billions)
December 31, 2003	$	370.6		$	151.1		$	28.7	$	118.5		$	39.0	$	23.8		$	9.5
Market gains		5.2			(0.7	)		0.7		2.7			1.8		1.0			(0.3	)
Net new/(lost) business		(11.9	)		(9.4	)		0.7		(3.2	)		1.4		(0.9	)		(0.5	)
Change in money market funds		(9.1	)		(8.9	)		—		—			—		(0.2	)		—
Transfers		6.1			—			—		—			—		—			6.1
Acquisitions/(disposals)		—			—			—		—			0.5		—			(0.5	)
Foreign currency		1.8			—			1.5		—			0.6		(0.4	)		0.1
September 30, 2004	$	362.7		$	132.1		$	31.6	$	118.0		$	43.3	$	23.3		$	14.4
September 30, 2004 (1)	£	200.4			£73.0		£	17.5		£65.2		£	23.9	£	12.9			£7.9

(1) Translated at $1.81 per £1.00.

How to Contact Us

AMVESCAP PLC is the holding company of an investment management group. We were incorporated in 1935 under the laws of England and Wales. Our registered office is located at 30 Finsbury Square, London EC2A 1AG, England, and our telephone number at that address is +44-(0)207-638-0731. Our principal executive offices are at 1315 Peachtree Street, N.E., Atlanta, Georgia 30309, and our telephone number at that address is (404) 479-1095. We have a web site on the Internet at http://www.amvescap.com. Information on our web site shall not be deemed to be a part of or to be incorporated into this prospectus.

12

Selected Consolidated Financial Information

The following tables present selected consolidated financial information of AMVESCAP as of September 30, 2004 and for the nine months ended September 30, 2004 and September 30, 2003, and as of and for each of the years in the five-year period ended December 31, 2003. We derived the selected consolidated financial information as of September 30, 2004 and for the nine months ended September 30, 2004 and September 30, 2003 from our unaudited consolidated financial statements which, in our opinion, reflect all adjustments, consisting only of normal accruals, necessary to present fairly the data for those periods. Our results of operations for the nine months ended September 30, 2004 may not be indicative of the results that may be expected for the full year. The financial statement information as of and for each of the years in the five-year period ended December 31, 2003 has been derived from our audited consolidated financial statements. Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United Kingdom (“U.K. GAAP”), which differs in certain significant respects from generally accepted accounting principles in the United States (“U.S. GAAP”). You should read the summary selected consolidated financial information together with the audited consolidated financial statements and related notes and “Operating and Financial Review and Prospects” in our Annual Report on Form 20-F, each incorporated by reference into this prospectus, and with “Presentation of Financial Information” included elsewhere in this prospectus.

Profit and Loss Data

	Nine Months Ended September 30, (1)
	2004 (2)			2004			2003
	(in thousands, except per share data)
Profit and Loss Data:
Amounts in accordance with U.K. GAAP:
Revenues	$	1,552,969		£	857,994		£	856,851
Operating profit before goodwill amortization and exceptional items (3)		404,911			223,708			221,280
Operating profit (loss)		(253,963	)		(140,311	)		47,253
Profit (loss) before taxation		(288,380	)		(159,326	)		14,102
Profit (loss) after taxation		(311,058	)		(171,855	)		(21,039	)
Earnings per share before goodwill amortization and exceptional items (3):
Basic					16.6	p		16.3	p
Diluted					16.4	p		16.2	p
Earnings per share:
Basic					(21.4	)p		(2.6	)p
Diluted					(21.4	)p		(2.6	)p
Approximate amounts in accordance with U.S. GAAP:
Net income		$(145,757)			£(80,529	)	£	102,411
Earnings per share:
Basic					(10.0	)p		12.7	p
Diluted					(10.0	)p		12.7	p

13

	Year Ended December 31, (1)
	2003 (2)			2003			2002			2001			2000			1999
	(in thousands, except per share data)
Profit and Loss Data:
Amounts in accordance with U.K. GAAP:
Revenues	$	2,061,365		£	1,158,070		£	1,345,263		£	1,619,847		£	1,628,662		£	1,072,350
Operating profit before goodwill amortization and exceptional items (3)		553,313			310,850			366,925			523,360			588,911			352,713
Operating profit (loss)		136,927			76,925			148,262			325,886			480,690			315,959
Profit (loss) before taxation		64,783			36,395			102,265			280,438			446,233			283,042
Profit (loss) after taxation		(30,760	)		(17,281	)		16,893			154,803			300,728			181,484
Earnings per share before goodwill amortization and exceptional items (3):
Basic					23.4	p		27.5	p		41.2	p		57.5	p		34.1	p
Diluted					23.2	p		27.2	p		40.0	p		54.7	p		32.7	p
Earnings per share:
Basic					(2.2	)p		2.1	p		19.2	p		44.4	p		28.4	p
Diluted					(2.2	)p		2.1	p		18.6	p		42.3	p		27.2	p
Approximate amounts in accordance with U.S. GAAP:
Net income		$247,669			£139,140			£161,866			£80,221			£180,710			£88,034
Earnings per share:
Basic					17.3	p		20.0	p		10.0	p		26.7	p		13.8	p
Diluted					17.2	p		19.8	p		9.7	p		25.7	p		13.2	p

Balance Sheet Data

	As of September 30, (1)
	2004 (2)	2004
	(in thousands)
Balance Sheet Data:
Amounts in accordance with U.K. GAAP:
Net current assets (liabilities) (4)	$(392,895)	£(217,069)
Goodwill (4)	4,248,046	2,346,987
Total assets (4)	7,115,865	3,931,417
Current maturities of debt	401,530	221,840
Long-term debt	815,365	450,478
Capital and reserves (4)	3,360,754	1,856,770
Approximate capital and reserves in accordance with U.S. GAAP (4)	5,514,585	3,046,732

	As of December 31, (1)
	2003 (2)	2003	2002	2001	2000	1999
	(in thousands)
Balance Sheet Data:
Amounts in accordance with U.K. GAAP:
Net current assets (liabilities) (4)	$327,650	£184,073	£(6,970)	£165,312	£417,704	£234,157
Goodwill (4)	4,293,009	2,411,803	2,542,306	2,696,045	2,375,542	664,135
Total assets (4)	7,023,652	3,945,872	3,997,348	4,352,810	4,235,092	1,841,523
Current maturities of debt	—	—	222,089	125,828	6,839	—
Long-term debt	1,299,473	730,041	595,600	844,285	960,023	659,120
Capital and reserves (4)	3,646,278	2,048,471	2,123,538	2,185,379	2,042,414	451,384
Approximate capital and reserves in accordance with U.S. GAAP (4)	5,728,681	3,218,360	3,210,388	3,113,526	3,019,175	1,337,312

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Other Data

	Nine Months Ended September 30, (1)
	2004 (2)		2004		2003
	(in thousands, except per share data)
Other Data:
Amounts in accordance with U.K. GAAP
Cash provided by operations (4)	$	428,575	£	236,782	£	256,770
EBITDA (5)		499,795		276,130		279,216
Ratio of earnings to fixed charges (6)				(3.21)x		1.30x
Amounts in accordance with U.S. GAAP
Approximate EBITDA (5)	$	490,289	£	270,878	£	274,364
Ratio of earnings to fixed charges (6)				(0.43)x		3.51x
Dividends per share (pence)				2.5		5.0
Dividends per share (dollars) (7)				0.09		0.17
Total assets under management (dollars, in billions)				$362.7		$345.2

	Year Ended December 31, (1)
	2003 (2)		2003		2002		2001		2000		1999
	(in thousands, except per share data)
Other Data
Amounts in accordance with U.K. GAAP
Cash provided by operations (4)	$	559,399	£	314,269	£	426,518	£	543,233	£	675,825	£	366,047
EBITDA (5)	$	688,175		386,615		433,718		603,418		659,665		431,063
Ratio of earnings to fixed charges (6)				1.60x		2.56x		5.17x		8.28x		6.38x
Amounts in accordance with U.S. GAAP
Approximate EBITDA (5)	$	680,298	£	382,190	£	426,147	£	604,913	£	662,422	£	414,634
Ratio of earnings to fixed charges (6)				3.95x		4.85x		4.66x		7.25x		4.89x
Dividends per share (pence)				11.5		11.5		11.0		10.0		9.0
Dividends per share (dollars) (7)				0.41		0.37		0.32		0.30		0.29
Total assets under management (dollars, in billions)				$370.6		$332.6		$397.9		$402.6		$357.4

(1) Includes the results of operations attributable to acquired businesses from the respective dates of purchase.

(2) For the convenience of the reader, we have translated pounds sterling as of and for the nine months ended September 30, 2004 into U.S. dollars using the noon buying rate, which is the noon buying rate in the City of New York for cable transfers in pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York, on September 30, 2004 of $1.81 per £1.00, and we have translated pounds sterling as of and for the fiscal year ended December 31, 2003 into U.S. dollars using the noon buying rate on December 31, 2003 of $1.78 per £1.00. We did not use noon buying rates in the preparation of our consolidated financial statements which are incorporated by reference into this prospectus. The rates that we used in the preparation of the unaudited financial statements for the nine months ended September 30, 2004 (incorporated by reference into this prospectus) were $1.82 per £1.00 for profit and loss statement items, which was the average prevailing exchange rate during the nine month period, and $1.8031 per £1.00 for balance sheet items, which was the rate prevailing at September 30, 2004. The rates that we used in the preparation of our consolidated financial statements for the fiscal year ended December 31, 2003 were $1.65 per £1.00 for profit and loss statement items, which was the average prevailing exchange rate during the year, and $1.77 per £1.00 for balance sheet items, which was the rate prevailing at December 31, 2003.

(3) We believe that operating profit before goodwill amortization and exceptional items is a more appropriate income amount for presentation, and profit after taxation before goodwill amortization and exceptional items is a more appropriate income amount for the calculation of earnings per share, since they both represent a more consistent measure of the year-by-year performance of the business.

(4) Certain prior year amounts have been reclassified to conform to the current year presentation of banking and insurance subsidiaries and to reflect a change in the classification of shares owned by Employee Share Ownership Trusts.

15

(5) EBITDA consists of earnings before taxation and exceptional items and excluding interest expense, depreciation and amortization charges. EBITDA is presented because we believe that EBITDA may be useful to investors as an indicator of funds available to us, which may be used to pay dividends, to service debt, to make capital expenditures and for working capital purposes. EBITDA should not be construed as an alternative to operating profit (as determined in accordance with U.K. GAAP or U.S. GAAP), as an indicator of our operating performance, as cash flows from operating activities (as determined in accordance with U.K. GAAP or U.S. GAAP), as a measure of liquidity, or as any other measure of operating performance determined in accordance with U.K. GAAP or U.S. GAAP. Our calculation of EBITDA may not be comparable to similarly titled measures presented by other companies.

(6) For the purposes of computing the ratio of earnings to fixed charges, earnings consist of profit/(loss) before taxation plus fixed charges. For the nine months ended September 30, 2004, the UK GAAP earnings figure used in the calculation was £(121.5) million, and the US GAAP earnings figure was £(16.1) million. Fixed charges consist of interest costs and an estimate of the interest cost within rental expense.

(7) Per American Depositary Share, equivalent to two ordinary shares.

Reconciliation of operating profit to operating profit before goodwill amortization and exceptional items:

	Nine Months Ended September 30, (1)
	2004 (2)			2004			2003
	(in thousands, except per share data)
Operating profit (loss)	$	(253,963	)	£	(140,311	)	£	47,253
Goodwill amortization		206,899			114,309			111,933
Exceptional items		451,975			249,710			62,094
Operating profit before goodwill amortization and exceptional items		$404,911			£223,708		£	221,280

	Year Ended December 31, (1)
	2003 (2)		2003		2002		2001		2000		1999
	(in thousands, except per share data)
Operating profit (loss)	$	136,927		£76,925	£	148,262	£	325,886	£	480,690	£	315,959
Goodwill amortization		265,188		148,982		149,415		137,477		56,417		36,754
Exceptional items		151,198		84,943		69,248		59,997		51,804		—
Operating profit before goodwill amortization and exceptional items	$	553,313	£	310,850	£	366,925	£	523,360	£	588,911	£	352,713

Reconciliation of earnings per share to earnings per share before goodwill amortization and exceptional items:

	Nine Months Ended September 30, (1)
	2004 (2)			2004			2003
	(in thousands, except per share data)
Basic earnings per share					(21.4	)p		(2.6	)p
Diluted earnings per share					(21.4	)p		(2.6	)p
Profit (loss) after taxation	$	(311,058	)	£	(171,855	)	£	(21,039	)
Goodwill amortization		206,899			114,309			111,933
Exceptional items		451,975			249,710			62,094
Exceptional items—tax benefit…		(107,026	)		(59,131	)		(22,354	)
Profit after taxation before goodwill amortization and exceptional items		$240,790			£133,033		£	130,634
Weighted average number of shares
Basic					803,678			803,541
Diluted					810,409			806,528
Basic earnings per share before goodwill amortization and exceptional items					16.6	p		16.3	p
Diluted earnings per share before goodwill amortization and exceptional items					16.4	p		16.2	p

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	Year Ended December 31, (1)
	2003 (2)			2003			2002			2001			2000			1999
	(in thousands, except per share data)
Basic earnings per share					(2.2	)p		2.1	p		19.2	p		44.4	p		28.4	p
Diluted earnings per share					(2.2	)p		2.1	p		18.6	p		42.3	p		27.2	p
Profit (loss) after taxation		$(30,760)		£	(17,281	)		£16,893		£	154,803		£	300,728		£	181,484
Goodwill amortization		265,188			148,982			149,415			137,477			56,417			36,754
Exceptional items		151,198			84,943			69,248			59,997			51,804			—
Exceptional items—tax benefit		(51,694	)		(29,042	)		(12,832	)		(20,607	)		(19,167	)		—
Profit after taxation before goodwill amortization and exceptional items	$	333,932		£	187,602		£	222,724		£	331,670		£	389,782		£	218,238
Conversion of ESDs		—			—			—			—			4,093			—
Total		$333,932		£	187,602		£	222,724		£	331,670		£	393,875		£	218,238
Weighted average number of shares
Basic					802,885			810,042			805,061			678,006			639,636
Diluted					810,371			819,518			829,983			720,766			666,907
Basic earnings per share before goodwill amortization and exceptional items					23.4	p		27.5	p		41.2	p		57.5	p		34.1	p
Diluted earnings per share before goodwill amortization and exceptional items					23.2	p		27.2	p		40.0	p		54.7	p		32.7	p

Reconciliation of profit before taxation to U.K. GAAP based EBITDA:

	Nine Months Ended September 30, (1)
	2004 (2)			2004		2003
	(in thousands)
Profit (loss) before taxation	$	(288,380	)	£(159,326	)	£14,102
Goodwill amortization		206,899		114,309		111,933
Depreciation		60,737		33,556		38,524
Exceptional items		451,975		249,710		62,094
LTIP amortization		14,449		7,983		14,710
Interest expense		54,115		29,898		37,853
EBITDA based on U.K. GAAP		$499,795		£276,130		£279,216

	Year Ended December 31, (1)
	2003 (2)	2003	2002	2001	2000	1999
	(in thousands)
Profit (loss) before taxation	$64,783	£36,395	£102,265	£280,438	£446,233	£283,042
Goodwill amortization	265,188	148,982	149,415	137,477	56,417	36,754
Depreciation	90,700	50,955	60,232	69,625	53,607	40,621
Exceptional items	151,198	84,943	69,248	59,997	51,804	—
Amortization of CDSCs	—	—	—	—	—	25,920
LTIP amortization	30,385	17,070	—	—	—	—
Interest expense	85,921	48,270	52,558	55,881	51,604	44,726
EBITDA based on U.K. GAAP	$688,175	£386,615	£433,718	£603,418	£659,665	£431,063

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Reconciliation of U.K. GAAP based EBITDA to U.S. GAAP based EBITDA:

	Nine Months Ended September 30, (1)
	2004 (2)			2004			2003
	(in thousands)
EBITDA based on U.K. GAAP	$	499,795		£	276,130		£	279,216
Acquisition accounting difference		(6,720	)		(3,713	)		(5,480	)
Other		(2,786	)		(1,539	)		628
EBITDA based on U.S. GAAP	$	490,289		£	270,878		£	274,364

	Year Ended December 31, (1)
	2003 (2)			2003			2002			2001		2000		1999
	(in thousands)
EBITDA based on U.K. GAAP	$	688,175		£	386,615		£	433,718		£	603,418	£	659,665	£	431,063
Acquisition accounting difference		(6,554	)		(3,682	)		(7,991	)		—		—		(14,389	)
Other		(1,323	)		(743	)		420			1,495		2,757		(2,040	)
EBITDA based on U.S. GAAP	$	680,298		£	382,190		£	426,147		£	604,913	£	662,422	£	414,634

Reconciliation of profit (loss) before taxation to profit (loss) before taxation, goodwill amortization and exceptional items:

	Nine Months Ended September 30, (1)
	2004 (2)			2004			2003
	(in thousands)
Profit (loss) before taxation	$	(288,380	)	£	(159,326	)	£	14,102
Goodwill amortization		206,899			114,309			111,933
Exceptional items		451,975			249,710			62,094
Profit (loss) before taxation, goodwill amortization and exceptional items	$	370,494		£	204,693		£	188,129

(1) See footnote (1) above in this “Selected Consolidated Financial Information.”

(2) See footnote (2) above in this “Selected Consolidated Financial Information.”

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RISK FACTORS

Before you tender your old notes, you should consider the following risk factors in addition to the other information included or incorporated by reference in this prospectus. Any of the following risks could harm our business and financial results and cause the value of the notes to decline, which in turn could cause you to lose all or part of your investment. The risks below are not the only ones facing our company. Additional risks not presently known to us or that we presently deem immaterial also may harm our business and financial results.

Risks Related to the Notes and the Exchange Offer

If you fail to properly exchange your old notes for new notes, you will continue to hold old notes which are subject to transfer restrictions, and the liquidity of the trading market for any untendered old notes may be substantially limited.

We will only issue new notes in exchange for old notes that you timely and properly tender. You should allow sufficient time to ensure timely delivery of the old notes, and you should carefully follow the instructions on how to tender your old notes set forth under “This Exchange Offer—Procedures for Tendering” and in the letter of transmittal that accompanies this prospectus. Neither we nor the exchange agent are required to notify you of any defects or irregularities relating to your tender of old notes.

If you do not exchange your old notes for new notes in this exchange offer, the old notes you hold will continue to be subject to the existing transfer restrictions. In general, you may not offer or sell the old notes except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register the old notes under the Securities Act. If you continue to hold any old notes after this exchange offer is completed, you may have trouble selling them because of these restrictions on transfer.

Because we anticipate that most holders of old notes will elect to participate in this exchange offer, we expect that the liquidity of the market for the old notes after completion of this exchange offer may be substantially limited. Any old notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount at maturity of the old notes not exchanged. Following this exchange offer, if you did not tender your old notes, you generally will not have any further registration rights, except in limited circumstances, and the old notes will continue to be subject to transfer restrictions.

Our substantial indebtedness could adversely affect our financial position and prevent us from fulfilling our obligations under the notes.

We have a significant amount of indebtedness. As of September 30, 2004, after giving effect to the offering of old notes to be exchanged for new notes in this exchange offer, we had outstanding total debt of $1.2 billion and shareholders’ equity of $3.3 billion. The significant amount of indebtedness we carry could limit our ability to obtain additional financing, if needed, for working capital, capital expenditures, acquisitions, debt service requirements or other purposes, increase our vulnerability to adverse economic and industry conditions, limit our flexibility in planning for, or reacting to, changes in our business or industry, and place us at a competitive disadvantage compared to our competitors that have less debt. Any or all of the above factors could materially adversely affect our financial position.

Furthermore, the new notes will effectively rank junior to all indebtedness of our subsidiaries which are not guarantors. There were no material amounts of such indebtedness outstanding as of September 30, 2004.

If an active trading market does not develop for the new notes, you may be unable to sell the new notes or to sell them at a price you deem sufficient.

The new notes will be new securities for which no established trading market currently exists. We plan to list the new notes on the Luxembourg Stock Exchange, but the new notes may not be approved for listing on that

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or any other exchange. Securities dealers who were the initial purchasers of the old notes have advised us that they intend to make a market in the new notes, but they are not obligated to do so and may discontinue market-making at any time without notice.

The liquidity of any market for the new notes will depend upon various factors, including:

• the number of holders of the new notes;

• the interest of securities dealers in making a market for the new notes;

• the overall market for investment grade securities or fixed income securities generally;

• our financial performance and prospects; and

• the prospects for companies in our industry generally.

As a result, an active trading market may not develop for the new notes. If no active trading market develops, you may not be able to resell your new notes at their fair market value or at all.

Even if a trading market develops, the new notes may trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including:

• prevailing interest rates;

• the number of holders of the new notes;

• the market for similar debt securities; and

• our financial performance.

Finally, if a large number of holders of old notes do not tender old notes or tender old notes improperly, only a limited amount of new notes would be outstanding after we complete this exchange offer, which could adversely affect the development and viability of a market for the new notes.

United States federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors. As a result, the guarantees from our subsidiaries may not be enforceable.

Under the U.S. federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

• received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee; or

• was insolvent or rendered insolvent by reason of such incurrence; or

• was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

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The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer occurred. Generally, however, a guarantor would be considered insolvent if:

• the sum of its debts, including contingent liabilities, were greater than the fair value of all of its assets; or

• if the present fair value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

On the basis of historical financial information, recent operating history and other factors, including limitations contained in the guarantees, we believe that each guarantor, after giving effect to its guarantee of these notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. There can be no assurance, however, as to what standard a court would apply in making such determinations or that a court would agree with our conclusions in this regard. See “Description of the New Notes—Guarantees.”

You are unlikely to be able to exercise effective remedies against our former independent public accountant in any legal action.

Arthur Andersen audited our consolidated financial statements for the years ended December 31, 2001, 2000 and 1999, which are incorporated by reference in this prospectus. On August 31, 2002, Arthur Andersen ceased practicing before the SEC and terminated its business operations. As a consequence, you are unlikely to be able to exercise effective remedies or collect on a judgment against Arthur Andersen

Some holders who exchange old notes may be deemed to be underwriters.

If you exchange old notes in this exchange offer for the purpose of participating in a distribution of the new notes, you may be deemed to have received restricted securities. If so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Risks Related to Our Business

Our revenues would be adversely affected by any reduction in the assets under our management, which would reduce the investment management fees we earn.

We derive substantially all of our revenues from investment management contracts with clients. Under these contracts, the investment management fees paid to us are typically based on the market value from time to time of assets under management. Assets under management may decline for various reasons, many of which are not under our control. For any period in which revenues decline, our profits and profit margins may decline by a greater proportion because certain expenses remain relatively fixed. Factors that could decrease assets under management (and therefore revenues) include the following:

Declines in the market value of the assets in the funds and accounts managed.    These could be caused by price declines in the securities markets generally or by price declines in the market segments in which those assets are concentrated. Approximately 54% of our total assets under management were invested in equity securities and 46% were invested in fixed income and other securities at September 30, 2004. The effect of market price declines will be compounded if the funds and accounts managed underperform the applicable market or segment.

Redemptions and other withdrawals from, or shifting among, the funds and accounts managed.    These could be caused by investors (in response to adverse market conditions or pursuit of other investment opportunities) reducing their investments in mutual funds in general or in the market segments on which AMVESCAP focuses; investors taking profits from their investments; poor investment performance of the funds

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and accounts managed by AMVESCAP; and portfolio risk characteristics, which could cause investors to move funds to other investment managers. Poor performance relative to other investment management firms tends to result in decreased sales, increased redemptions of fund shares, and the loss of private institutional or individual accounts, with corresponding decreases in revenues to us. Failure of our funds to perform well could, therefore, have a material adverse effect on us. Furthermore, the fees we earn vary with the type of assets being managed, with higher fees earned on actively managed equity and balanced accounts, along with real estate and alternative asset products, and lower fees earned on fixed income and stable return accounts. Therefore, our revenues may decline if clients shift their investments to these lower fee accounts.

Favorable performance by the U.S. securities markets in the late 1990s attracted a substantial inflow of investments to the U.S. mutual fund industry and resulted in significant appreciation in the market value of the assets held by AMVESCAP funds during the period. However, markets during the years 2000 through the first half of 2003 retreated from the level of performance experienced during the late 1990s. Between January 1, 2002 and September 30, 2004 most of the major indices continued to experience declines: the FTSE 100 was down by 12.4%, the S&P 500 by 2.9% and Nasdaq by 2.7%. Our assets under management have varied from year to year, and it is possible that decreases in assets under management could occur in future periods.

Our business is dependent on investment advisory agreements that are subject to termination or non-renewal, and our mutual fund and other investors may withdraw their funds at any time.

Substantially all of our revenues are derived pursuant to investment advisory agreements with mutual funds and other separate and private accounts. Investment management contracts are generally terminable upon thirty or fewer days’ notice. With respect to agreements with U.S. mutual funds, these investment advisory agreements may be terminated by either party with notice, or terminated in the event of an “assignment” (as defined in the Investment Company Act of 1940, as amended), and must be approved and renewed annually by the disinterested members of each fund’s board of directors or trustees, or its shareowners, as required by law. In addition, the board of trustees or directors of certain funds and separate and private accounts of AMVESCAP or our subsidiaries generally may terminate these investment advisory agreements upon written notice for any reason. Mutual fund and unit trust investors may generally withdraw their funds at any time without prior notice. Institutional clients may elect to terminate their relationships with us or reduce the aggregate amount of assets under our management, and individual clients may elect to close their accounts, redeem their shares in our mutual funds, or shift their funds to other types of accounts with different rate structures for any of a number of reasons, including investment performance, changes in prevailing interest rates and financial market performance. Any termination of or failure to renew a significant number of these agreements, or any other loss of a significant number of our clients or assets under management, would adversely affect our revenues and profitability.

We operate in an industry that is highly regulated in the U.S. and numerous foreign countries, and any adverse changes in the regulations governing our business could decrease our revenues and profitability.

As with all investment management companies, our operating groups are heavily regulated in almost all countries in which they conduct business. Laws and regulations applied at the national, state or provincial and local level generally grant governmental agencies and industry self-regulatory authorities broad administrative discretion over our activities and the activities of our business units, including the power to limit or restrict business activities. Possible sanctions include the revocation of licenses to operate certain businesses, the suspension or expulsion from a particular jurisdiction or market of any of our business organizations or their key personnel, the imposition of fines and censures on our employees or us and the imposition of additional capital requirements. It is also possible that laws and regulations governing our operations or particular investment products could be amended or interpreted in a manner that is adverse to us. For example, changes are proposed in EU regulatory capital requirements for regulated investment firms and banking groups. Depending on the final form of those changes and the way in which they are implemented at the EU Member State level, we may face a regulatory capital shortfall, may be required to limit distributions from certain subsidiaries or may need to modify our operating group composition and structure in order to comply. The most recent draft of the relevant

22

EU Directives do, however, retain the ability for certain groups to receive a waiver from the full consolidated supervision requirements, which we may be able to obtain if necessary. Pending regulatory and legislative actions and reforms affecting the mutual fund industry may significantly increase our costs of doing business and/or negatively affect our revenues. To the extent that existing regulations are amended or future regulations are adopted that reduce the sale, or increase the redemptions, of our products and services, or that negatively affect the investment performance of our products, our aggregate assets under management and our revenues could be adversely affected.

Various governmental enforcement actions and investigations and ongoing civil litigation relating to certain practices in the mutual fund industry could adversely affect our assets under management and future financial results, and increase our costs of doing business.

In November 2003, Invesco Funds Group, Inc., now part of our AIM operating group, was advised by the staff of the SEC and of the Office of the New York State Attorney General of their intentions to recommend civil enforcement actions against Invesco Funds Group based on market timing activities by certain investors in its mutual funds. Additionally, Invesco Funds Group and A I M Advisors, Inc., also part of our AIM operating group, received detailed requests for information on shareholder trading activities from the SEC and the New York Attorney General, and cooperated fully with the regulators to address their requests in these investigations. Subsequently, we were notified by regulators in several other states that they were opening, or were considering opening, similar actions or investigations.

On October 8, 2004, we reached final settlements with the Attorneys General of New York and Colorado, the Colorado Division of Securities, the Secretary of State of Georgia and the SEC regarding the civil enforcement actions and investigations related to market timing. Under the terms of the settlements, Invesco Funds Group will pay a total of $326.7 million, of which $110 million is civil penalties. A I M Advisors already paid a total of $50 million, of which $30 million is civil penalties. Also, under the agreements with New York and Colorado, we agreed to reduce our management fees on the AIM/INVESCO funds for the next five years. The reduction in our percentage fee rates, as applied to our assets under management at July 1, 2004, would result in a $15 million annual reduction in fees. This amount will vary as assets under management increase or decrease. Prior to these settlements, we also were contacted by various other state and federal regulatory authorities, and we have complied with any requests by them for information. None of them participated in the announced settlement, and we cannot predict if these authorities will pursue actions against us in the future.

In addition to the above settled governmental enforcement actions, multiple lawsuits, including purported class action and shareholder derivative suits, have been filed against various parties affiliated with us (including certain INVESCO funds, certain AIM funds, Invesco Funds Group, A I M Advisors, A I M Management Group Inc. (the parent of A I M Advisors), AMVESCAP, certain related entities and certain of their officers and trustees). The allegations in the majority of these cases are based primarily upon the allegations in the enforcement actions described above, namely, that by allowing “market timing” trading, these parties violated the anti-fraud provisions of the federal securities laws and/or breached their fiduciary duties to the funds and/or individual investors. Certain other lawsuits allege that one or more of our funds charged excessive fees, engaged in unlawful distribution practices, inadequately employed fair value pricing or improperly collected Rule 12b-1 fees after ceasing to offer their shares to the general public. These lawsuits allege a variety of theories for recovery, including, but not limited to: (i) violation of various provisions of the United States federal securities laws, (ii) violation of various provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), (iii) breach of fiduciary duty, and (iv) breach of contract. The lawsuits have been filed in both federal and state courts and seek such remedies as compensatory damages, restitution, rescission, accounting for wrongfully gotten gains, profits and compensation, injunctive relief, disgorgement, equitable relief, various corrective measures under ERISA, that the advisory agreement with A I M Advisors be rescinded and/or declared unenforceable or void and that all advisory fees received during the past year be refunded, with interest and the payment of attorneys’ and experts’ fees. The AMVESCAP-affiliated parties have sought to remove certain of the state court proceedings to the applicable United States Federal District Court. All lawsuits based on allegations of

23

market timing, late trading, and related issues have been transferred to the United States District Court for the District of Maryland, which we refer to as the MDL Court, for consolidated or coordinated pre-trial proceedings. Pursuant to an Order of the MDL Court, plaintiffs consolidated their claims for pre-trial purposes into three amended complaints against various AIM- and INVESCO Funds Group-related parties: (1) a Consolidated Amended Class Action Complaint purportedly brought on behalf of shareholders of the AIM funds; (2) a Consolidated Amended Fund Derivative Complaint purportedly brought on behalf of the AIM Funds and fund registrants; and (3) an Amended Class Action Complaint for Violations of the ERISA purportedly brought on behalf of participants in AMVESCAP’s 401(k) plan. Plaintiffs in one of the underlying lawsuits transferred to the MDL Court continue to seek remand of their action to state court. Although it is expected that the payments required under the terms of our regulatory settlement will mitigate any damages payable as a result of the above actions in the MDL Court, we cannot predict the outcome of these actions or any of the other actions mentioned above with certainty and are accordingly unable to determine the total potential impact that they may have on our results of operations, financial position and cash flows.

The asset management industry is subject to extensive levels of ongoing regulatory oversight and examination. In the United States and other jurisdictions in which we operate, governmental authorities regularly make inquiries, hold investigations and administer market conduct examinations with respect to our compliance with applicable laws and regulations. In particular, the U.S. mutual fund industry as a whole is currently subject to regulatory inquiries related to a wide range of issues including, among others, market timing activity, late trading, fair value pricing, excessive or improper advisory and/or distribution fees, mutual fund sales practices, including revenue sharing and directed-brokerage arrangements, investments in securities of other registered investment companies, contractual plans, issues related to Section 529 college savings plans and procedures for locating lost securityholders. Certain of our subsidiaries, related entities, certain of their respective current and former officers and/or certain of their advised funds have received regulatory inquiries in the form of subpoenas or other oral or written requests for information and/or documents related to one or more of these issues.

Additional lawsuits or regulatory enforcement actions arising out of these circumstances and presenting similar allegations and requests for relief may in the future be filed against us and related entities and individuals in the U.S. and other jurisdictions in which we operate. We cannot predict the outcome of these actions and our management is currently unable to determine the total potential impact that they may have on our results of operations, financial position and cash flows. The range of possible outcomes includes situations in which that impact would be material. Moreover, public trust and confidence are critical to our business, and any material loss of investor and/or client confidence could result in a significant decline in assets under management, which would have an adverse effect on future financial results and our ability to grow our business.

Our investment management professionals are a vital part of our ability to attract and retain clients, and the loss of a significant portion of those professionals could result in a reduction of our revenues and profitability.

Retaining highly skilled technical and management personnel is important to our ability to attract and retain clients and retail shareholder accounts. The market for investment management professionals is competitive and has grown more so in recent periods as the volatility of the markets has increased and the investment management industry has experienced growth. The market for investment managers is also increasingly characterized by the frequent movement of investment managers among different firms. In addition, since individual investment managers often maintain a strong, personal relationship with their clients that is based on their clients’ trust in the manager, the departure of a manager could cause the loss of client accounts, which could have a material adverse effect on the results of operations and financial condition of AMVESCAP. Our policy has been to provide our investment management professionals with compensation and benefits that we believe are competitive with other leading investment management firms. However, there can be no assurance that we will be successful in retaining our key personnel, and the loss of a significant portion, either in quality or quantity, of our investment management personnel could reduce the attractiveness of our products to potential and current clients and could, therefore, have a material adverse effect on our revenues and profitability.

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Competitive pressures may force us to reduce the fees we charge to clients, increase commissions paid to our financial intermediaries or provide more support to those intermediaries, all of which could reduce our profitability.

The investment management business is highly competitive, and we compete based on a variety of factors, including investment performance, the range of products offered, brand recognition, business reputation, financing strength, the strength and continuity of institutional management and producer relationships, quality of service, the level of fees charged for services and the level of compensation paid and distribution support offered to financial intermediaries.

We and our business units compete in every market in which we operate with a large number of investment management firms, commercial banks, investment banks, broker-dealers, insurance companies and other financial institutions. Some of these institutions have greater capital and other resources, and offer more comprehensive lines of products and services, than we do. The recent trend toward consolidation within the investment management industry has served to increase the strength of a number of our competitors. These strengthened competitors seek to expand their market share in many of the products and services we offer. In addition, there are relatively few barriers to entry by new investment management firms, and the successful efforts of new entrants into our various lines of business around the world, including major banks, insurance companies and other financial institutions, has also resulted in increased competition.

Demand for our mutual fund products may decline, harming our business.

The marketplace for investment products is rapidly changing: investors are becoming more sophisticated; the demand for and access to investment advice and information are becoming more widespread; and more investors are demanding investment vehicles that are customized to their personal situations. The impact on mutual fund demand due to the increasing availability of alternative product types, such as hedge funds, exchange traded funds and separate accounts, is uncertain.

Our credit facilities impose restrictions on our ability to conduct business and may not be sufficient to satisfy capital and operating requirements.

Our credit facilities require us to maintain specified financial ratios, including maximum debt to earnings and minimum interest coverage. These credit facilities also contain covenants that, among other things, restrict our ability to declare and pay dividends, transfer assets, merge and create liens. The breach of any covenant would result in a default under the credit facility. In the event of any such default, lenders that are party to the credit facility could elect to declare all amounts borrowed under the credit facility, together with accrued interest and other fees, to be due and payable. If any indebtedness under the credit facility were to be accelerated, we might not have sufficient assets to repay such indebtedness in full.

Changes in the distribution channels on which we depend could reduce our revenues and hinder our growth.

We sell a portion of our investment products through a variety of financial intermediaries, including major wire houses, regional broker-dealers, banks and financial planners in North America, and independent brokers and financial advisors, banks and financial organizations in Europe and Asia. Increasing competition for these distribution channels could cause our distribution costs to rise. Higher distribution costs would lower our net revenues. Additionally, certain of the intermediaries upon whom we rely to distribute our investment products also sell their own competing proprietary funds and investment products, which could limit the distribution of our products. Additionally, if one of our major distributors were to cease their operations, it could have a significant adverse affect on our revenues and earnings. Moreover, any failure to maintain strong business relationships with these distribution sources would impair our ability to sell our products, which could have a negative effect on our level of assets under management, related revenues and overall business and financial condition.

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Our business is vulnerable to failures in support systems and customer service functions that could lead to loss of customers or claims against us or our subsidiaries.

The ability to consistently and reliably obtain securities pricing information, process shareowner transactions and provide reports and other customer service to the shareowners of funds managed by us is essential to our continuing success. Any delays or inaccuracies in obtaining pricing information, processing shareowner transactions or providing reports, and any inadequacies in other customer service, could alienate customers and potentially give rise to claims against us or our subsidiaries. Our and our subsidiaries’ customer service capability, as well as our ability to obtain prompt and accurate securities pricing information and to process shareowner transactions and reports, is highly dependent on communications and information systems and on third-party vendors. These systems could suffer failures or interruptions due to various natural or man-made causes, and our back-up procedures and capabilities may not be adequate to avoid extended interruptions in operations.

Our ability to successfully integrate the varied segments of our business could be impeded by systems and other technological limitations.

Our continued success in effectively managing and growing our business, both domestically and abroad, depends on our ability to integrate the varied accounting, financial, information and operational systems of our various businesses on a global basis. If we fail to integrate these systems, or fail to do so on a timely basis, our profitability could be harmed.

Since a large part of our operations are denominated in U.S. dollars while our financial results are reported in U.K. pounds sterling, changes in the U.S. dollar to U.K. pounds sterling exchange rate may affect our reported financial results from one period to the next.

The majority of our net assets, revenues and expenses, as well as our assets under management, are presently derived from the United States, where the functional currency is the U.S. dollar, while our financial statements are reported in U.K. pounds sterling. As a result, fluctuations in the U.S. dollar to U.K. pounds sterling exchange rate may affect our reported financial results from one period to the next. We do not manage actively our exposure to such effects. Consequently, changes in the U.S. dollar to the U.K. pounds sterling exchange rate could have a material positive or negative impact on our reported financial results.

The carrying value of goodwill and certain investment balances on our balance sheet could become impaired, which would adversely affect our results of operations.

We have goodwill and investment balances on our balance sheet that are subject to an annual impairment review. We cannot be certain that we will ever realize the value of such investment balances and goodwill. We perform impairment reviews of the book values of goodwill and investments on a regular basis. A variety of factors could cause such book values to become impaired. Should valuations be deemed to be impaired, a write-down of the related asset would occur, adversely affecting our results of operations for the period.

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PRESENTATION OF FINANCIAL INFORMATION

The selected consolidated financial information and other financial information concerning us included in this prospectus or in our annual report and quarterly earnings announcements that we incorporate by reference into this prospectus are presented in conformity with U.K. GAAP, which differs in certain material respects from U.S. GAAP. The principal differences between U.K. GAAP and U.S. GAAP, as applied to us, relate to acquisition accounting, including the capitalization and amortization of goodwill, timing of recording and disclosures of exceptional items, B-shares sales commission funding, and proposed dividend liabilities. See Note 26 to our consolidated financial statements, which we have incorporated by reference into this prospectus, for a reconciliation of operating results from U.K. GAAP to U.S. GAAP.

As an EU listed company preparing consolidated financial statements, we will be required to adopt International Financial Reporting Standards from 2005. The International Accounting Standards Board is in the final stages of developing the standards that will apply in 2005 and we have an ongoing project preparing for these changes. We anticipate the transition will result in changes to both our accounting policies and the format and content of our consolidated financial statements. The principal accounting policy changes that we currently anticipate concern:

• acquisition accounting;

• investment valuation; and

• accounting for share-based payments.

We publish our consolidated financial statements in pounds sterling. In this prospectus, references to “U.S. dollars” or “$” are to United States currency and references to “pounds sterling,” “£,” or “p” are to United Kingdom currency. A discussion of the effects of fluctuating exchange rates on our results is contained in “Risk Factors” included elsewhere in this prospectus and “Operating and Financial Review and Prospects” in our Annual Report on Form 20-F, which we have incorporated by reference into this prospectus.

The financial information concerning us contained in this prospectus does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985 (as amended) of Great Britain. Statutory accounts of our company in respect of the financial years ended December 31, 2003, 2002 and 2001 have been delivered to the Registrar of Companies of England and Wales. In respect of each of those statutory accounts, our auditors have given reports which were unqualified and did not contain a statement under Section 237(2)-(3) of the Companies Act.

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USE OF PROCEEDS

This exchange offer is intended to satisfy our obligations under the registrations rights agreement into which we entered when we issued the old notes. We will not receive any cash proceeds from this exchange offer. In exchange for old notes that you tender pursuant to this exchange offer, you will receive new notes in like principal amount. The old notes that are surrendered in exchange for the new notes will be retired and canceled by us upon receipt and cannot be reissued. Accordingly, the issuance of the new notes under this exchange offer will not result in any change in our outstanding debt.

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CAPITALIZATION

The following table sets forth our actual historical consolidated capitalization as of September 30, 2004 and as adjusted to reflect the application of net proceeds from the issuance of the old notes and the exchange of all of the old notes for new notes pursuant to this exchange offer.

Because the old notes exchanged for new notes will be retired and canceled by us and cannot be reissued, our outstanding long-term debt will not change whether none, some or all of the old notes are exchanged and new notes issued pursuant to the exchange offer. You should read this table in conjunction with our consolidated financial statements and accompanying notes and with “Operating and Financial Review and Prospects” in our Annual Report on Form 20-F, each incorporated by reference in this prospectus. Except as described below, no material change has occurred in our total capitalization since September 30, 2004.

	As of September 30, 2004 (1)
	Historical						As adjusted (2)
	(in thousands)
Current maturities of debt
Senior unsecured notes due 2005		$400,000			£221,840		$	79,476		£	44,077
Long-term debt, excluding current maturities
New notes offered hereby		—			—			500,000			277,300
Credit facility due 2006		152,000			84,299			—			—
Senior unsecured notes due 2007		300,000			166,380			300,000			166,380
Senior unsecured notes due 2013		350,000			194,110			350,000			194,110
Other long-term debt		10,256			5,689			10,256			5,689
		$812,256			£450,478		$	1,160,256			£643,479
Capital and reserves
Called up share capital (3)		365,351			202,624			365,351			202,624
Share premium account		1,262,976			700,447			1,262,976			700,447
Shares held by employee trusts		(388,462	)		(215,441	)		(388,462	)		(215,441	)
Exchangeable shares		557,349			309,106			557,349			309,106
Profit and loss account		554,733			307,655			554,733			307,655
		2,351,947			1,304,391			2,351,947			1,304,391
Other reserves		995,995			552,379			995,995			552,379
		3,347,942			1,856,770			3,347,942			1,856,770
Total capitalization	$	4,560,198		£	2,529,088		$	4,587,674		£	2,544,326

(1) We have translated pounds sterling amounts as of September 30, 2004 into U.S. dollars using our actual balance sheet rate on September 30, 2004 of $1.8031 per £1.00. This rate is different from the exchange rate used to translate pounds sterling into U.S. dollars in “Summary—Selected Consolidated Financial Information.” For that translation, we used a convenience rate. See “Summary—Selected Consolidated Financial Information.”

(2) We used the proceeds of the offering of old notes to fund a tender offer for our 6.6% senior notes due May 2005, and used the remaining proceeds for the repayment of outstanding indebtedness under our credit facility.

(3) A total of 1,050,000,000 shares were authorized and 838,652,864 shares, including exchangeable shares that may be exchanged by the holders for ordinary shares on a share-for-share basis, were issued and outstanding as of September 30, 2004. The shares shown exclude 177,861,896 shares reserved for issuance under outstanding options and convertible securities.

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BUSINESS

Operating Groups

We are organized into four operating groups: AIM, INVESCO, Private Wealth Management (or “PWM”) and AMVESCAP Retirement. The AIM division includes our AIM Investments business unit in the U.S. and our AIM Trimark Investments business unit in Canada. The INVESCO division includes business units in North America, the United Kingdom, Continental Europe and Asia Pacific, as well as an alternative investments business unit that includes our real estate and private equity businesses. During 2004, we integrated the remaining operations of INVESCO Funds Group, including investment management functions and investment operations, into AIM Investments.

AIM

Our AIM operating group manages, distributes and administers mutual funds and related products sold to retail and institutional investors within North America that are marketed under the AIM Investments and AIM Trimark brands.

The AIM operating group consists of two business units: (i) AIM Investments and (ii) AIM Trimark, which operates in Canada. These business units offer mutual funds invested in the U.S. and international markets, including funds that target particular market sectors. Each of the two business units of the AIM operating group offers equity, balanced, fixed income and money market funds. The investment strategies used by the business units of the AIM operating group range from aggressive growth to capital appreciation to a combination of growth and income to fixed income. Mutual funds managed by AIM Investments and AIM Trimark are primarily distributed through financial intermediaries. Some of the funds advised by AIM Investments and AIM Trimark are sub-advised by our other business units that have expertise in the specific markets in which such funds are invested.

AIM Investments Business Unit.    AIM Investments is the largest business unit in the AIM operating group. AIM is a diversified investment manager, offering a variety of equity, institutional money market and long-term fixed income products. AIM’s primary products are its AIM-branded retail equity and long-term fixed income mutual funds and institutional money market mutual funds. The funds are sold primarily through a variety of financial intermediaries. AIM Investments also provides advisory services to mutual funds managed by companies unaffiliated with us. In addition to sales of funds through financial intermediaries as part of its retail channel, AIM Investments offers funds to pension plans and to insurance companies that use its funds in separate accounts. Customers of AIM Investments’ institutional money market funds included ten of the ten largest U.S. banks and 21 of the 25 largest U.S. banks in terms of asset size as of September 30, 2004. AIM Investments also has developed a managed account business, which tailors individual, privately managed portfolios to clients’ investment needs, and provides retirement products and state-sponsored college savings plans.

During 2004, we completed the integration of INVESCO Funds Group into AIM Investments. This integration included 5 fund mergers and 34 fund name changes from January 1, 2004 through October 15, 2004. As a result of this integration, INVESCO Funds Group has discontinued operations as an investment advisor. We effected this integration to recognize further cost savings and efficiencies in our U.S. retail operations.

AIM Trimark Business Unit.    AIM Trimark investment managers also employ a bottom-up stock selection approach. The managers consider themselves “business people buying businesses.” The managers evaluate potential portfolio company management, the competitive position of such company within its industry and any proprietary advantage the company possesses. AIM Trimark also provides advisory services to mutual funds managed by companies unaffiliated with us. In addition to sales of funds through financial intermediaries as part of its retail channel, AIM Trimark offers funds to pension plans, insurance companies that use its funds in separate accounts, and banks and other financial institutions that use its funds as part of fund-of-funds offerings.

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AIM Investments also provides sub-advisory services to certain AIM Trimark funds and to mutual funds managed by other of our business units, and AIM Trimark provides sub-advisory services to a mutual fund managed by another of our business units. We believe that this structure allows our business units to combine the economies and quality control made possible by centralized professional management with the diversity of investment management style and depth of expertise made possible through an integrated global network of investment advisors.

INVESCO

Our INVESCO operating group manages portfolios of equity, balanced, fixed income, structured equity, real estate and private capital investments for institutional and retail clients throughout the world and provides services through managed accounts.

INVESCO manages portfolios for a number of different types of institutional clients in North America, including:

• corporate pension plans;

• public and municipal pension plans;

• Taft/Hartley pension plans;

• insurance companies and banks; and

• non-profit organizations.

INVESCO employs growth, value-oriented and quantitative approaches to select securities for equity portfolios and uses quantitative and value approaches to select securities for fixed income portfolios that it manages for its institutional clients. INVESCO customizes its product offerings and stock selection approaches to meet the varied investment objectives of our diverse client base. INVESCO’s products and services are marketed by a team of marketers organized by client type. INVESCO also distributes retirement services through alliances with other service providers that deliver our investment products to their clients. INVESCO provides sub-advisory services to funds offered by our other business units and advisory and sub-advisory services to funds offered by third parties.

INVESCO also manages, as investment sub-advisor, mutual funds distributed to retail clients in the U.S. that are invested in the U.S. and international markets, including funds that target particular market sectors as well as equity, balanced, fixed income and money market funds. The investment strategies for these products range from aggressive growth to capital appreciation to a combination of growth and income to fixed income. The equity products use a bottom-up, fundamental investment approach to find the most promising growth companies. The portfolio managers look for growth stocks of companies that are leaders in high growth industries and that have experienced strong returns and cash flow.

Outside of North America, INVESCO engages in retail and institutional investment management and related marketing activities through offices located around the world, serving investors located primarily in the U.K., Continental Europe and Asia. INVESCO’s main non-U.S. investment offices are located in London, Henley-on-Thames, Dublin, Paris, Frankfurt, Tokyo, Hong Kong, Melbourne and Taipei. In addition, INVESCO Great Wall, our joint venture company in China, launched its first fund in early September 2003. INVESCO provides various services, including management, distribution, administration and shareholder support services, to the following types of clients:

• unit trusts and other mutual funds, including offshore mutual funds;

• investment trusts (closed-end investment companies);

• individual savings accounts (tax-advantaged plans invested in managed investment products for U.K. citizens);

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• institutional separate accounts with assets invested in Europe, emerging markets and global fixed income securities; and

• European and international private investors.

Units of INVESCO market investment products through independent brokers, alliances with other major financial organizations and direct sales to institutional investors buying for their own accounts. INVESCO tailors its marketing strategy to respond to the relevant competitive environment in each country or region. INVESCO’s non-U.S. business units also provide advisory or sub-advisory services to investment products offered by other of our business units.

We believe that having our investment professionals working in and investing from many of the world’s financial markets is one of our strengths. INVESCO both coordinates the construction of global portfolios and markets our global investment management services.

Private Wealth Management

Our Private Wealth Management division was formed in 2001 in connection with our acquisition of Pell Rudman and now operates under the brand name of Atlantic Trust Private Wealth Management. The Private Wealth Management division provides personalized and sophisticated wealth management services to high net worth individuals and their families as well as asset management services to foundations and endowments in the U.S. The division also provides various investment management services to its clients, including asset allocation, trust services, custody and family office services. It primarily obtains clients through referrals from existing clients and recommendations from a network of attorneys and accountants.

In February 2003, Atlantic Trust Group, Inc., the holding company for our Private Wealth Management division, acquired Whitehall Asset Management, an SEC-registered investment advisor with over $1 billion in assets under management. In March 2004, Atlantic Trust also acquired Stein Roe Investment Counsel LLC, an SEC-registered investment advisor with over $7 billion in assets under management. In March 2004, we completed the disposal of the U.K. and Jersey businesses of Atlantic Wealth Management Limited and Atlantic Wealth Management International Limited, which resulted in the transfer of approximately $1.4 billion of assets under management out of the Private Wealth Management business.

The Private Wealth Management division operates through several subsidiaries, the most significant of which are Atlantic Trust Company, N.A., a limited purpose national trust company regulated by the Office of the Comptroller of the Currency, Atlantic Trust Advisors, Inc., an SEC-registered investment advisor, AT Investor Services, Inc., a broker-dealer regulated by the SEC and the National Association of Securities Dealers, and Stein Roe Investment Counsel Inc.

AMVESCAP Retirement

AMVESCAP Retirement gathers investment assets for us by developing, marketing, managing and providing administrative and related services to defined contribution plans, such as 401(k) plans, and related retirement products throughout the world.

AMVESCAP Retirement provides a full range of services to various retirement accounts. Its services include custodian, record keeping, administration, compliance, and client employee education and communication. AMVESCAP Retirement sells on a full-service basis and markets our investment products and services to clients who receive administration services from other providers. One unit of AMVESCAP Retirement is a U.S. national trust bank that provides custody and trust services to retirement accounts, including offering collective trust funds sub-advised by other of our business units or by other parties. AMVESCAP Retirement also includes a unit that focuses on capturing IRA rollovers.

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Our retirement services are distributed through three primary channels:

• a direct sales force calling on plan sponsors and consultants;

• broker-dealer distribution channels; and

• strategic partnerships with other service providers.

AMVESCAP Retirement was named INVESCO Retirement prior to April 1, 2003.

Competition

The investment management business is highly competitive, with competition based on a variety of factors, including investment performance, the range of products offered, brand recognition, business reputation, financial strength, the strength and continuity of institutional, management and producer relationships, quality of service, the level of fees charged for services, and the level of commissions and other compensation paid, and distribution support offered, to financial intermediaries.

We compete with a large number of investment management firms, commercial banks, investment banks, broker-dealers, insurance companies and other financial institutions. Many of these institutions have greater capital and other resources, and offer more comprehensive lines of products and services, than we do. Competition in the investment management industry has increased as a result of the recent trend toward consolidation.

We believe that our multiple channels of distribution enable us to compete effectively in the investment management business. We also believe that, over time, institutional investors will seek to reduce the number of specialist firms managing their assets and that larger firms, with the ability to manage funds in a number of different management styles and in a number of different markets, will have a competitive advantage. We believe that we are well positioned to capitalize on this expected development.

Management Contracts

We derive substantially all of our revenues from investment management contracts with clients. Fees vary with the type of assets being managed, with higher fees earned on actively managed equity and balanced accounts and lower fees earned on fixed income and stable return accounts. In addition, investment management contracts are generally terminable upon thirty or fewer days’ notice. Mutual fund and unit trust investors generally may withdraw their funds at any time without prior notice. Institutional clients may elect to terminate their relationship with us or reduce the aggregate amount of assets under management, and individual clients may elect to close their accounts or redeem their shares in our mutual funds, or shift their funds to other types of accounts with different rate structures, for any of a number of reasons, including investment performance, changes in prevailing interest rates and financial market performance.

Government Regulations

The mutual fund industry as a whole is currently subject to regulatory inquiries related to a wide range of issues including, among others, market timing activity, late trading, fair value pricing, excessive or improper advisory and/or distribution fees, mutual fund sales practices, including revenue sharing and directed-brokerage arrangements, investments in securities of other registered investment companies, contractual plans, issues related to Section 529 college savings plans and procedures for locating lost securityholders. In November 2003, Invesco Funds Group, Inc., now part of our AIM operating group, was advised by the staff of the SEC and of the Office of the New York State Attorney General of their intentions to recommend civil enforcement actions against Invesco Funds Group based on market timing activities by certain investors in its mutual funds. Invesco Funds Group and A I M Advisors, Inc., also part of our AIM operating group, also received detailed requests for information on shareholder trading activities from the SEC and the New York Attorney General, and cooperated fully with the regulators to address

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their requests in these investigations. On October 8, 2004, we reached final settlements with the Attorneys General of New York and Colorado, the Secretary of State of Georgia and the SEC regarding the civil enforcement actions and investigations related to market timing. See “Summary—Recent Developments—Market Timing Settlement.”

More generally, as with all investment management companies, our operations and investment products are heavily regulated in almost all countries in which we conduct business. Laws and regulations applied at the national, state or provincial and local level generally grant government agencies and industry self regulatory authorities broad administrative discretion over the activities of our business units, including the power to limit or restrict business activities. Possible sanctions for violations of law include the revocation of licenses to operate certain businesses, the suspension or expulsion from a particular jurisdiction or market of any of our business organizations or their key personnel, the imposition of fines and censures on our employees or us and the imposition of additional capital requirements. It is also possible that laws and regulations governing our operations in general or particular investment products could be amended or interpreted in a manner that is adverse to us.

We conduct substantial business operations in the U.S. Various of our subsidiaries and/or products and services offered by such subsidiaries are regulated in the U.S. by the SEC, the National Association of Securities Dealers, the National Futures Association, the Commodity Futures Trading Commission and the Office of the Comptroller of the Currency. Federal statutes that regulate the products and services offered by us in the U.S. include the Securities Act, the Exchange Act, the Investment Company Act of 1940, the Investment Advisers Act of 1940 and the Employee Retirement Income Security Act of 1974.

Various of our business units are regulated in the United Kingdom by the Financial Services Authority. Our operations elsewhere in the world are regulated by similar regulatory organizations. Our principal German operation is required by regulations promulgated by the German Federal Financial Supervisory Authority to have a banking license and thus is also subject to banking regulations. Other regulators who potentially exert a significant impact on our businesses around the world include the Ministry of Finance and the Financial Services Agency in Japan, the Banque de France and Commission des Operations de Bourse in France, the Securities and Futures Commission of Hong Kong, the Belgian Banking and Finance Commission, the Australian Securities & Investments Commission, the Securities and Futures Commission of the Ministry of Finance and the Investment Commission of the Ministry of Economic Affairs of the Republic of China, the Commissione Nazionale per le Societa e la Borsa (CONSOB) in Italy, the Netherlands Authority For the Financial Markets, the Swiss Federal Banking Commission, La Comision Nacional del Mercado de Valores (CNMV) in Spain, the Monetary Authority of Singapore, the Central Bank of Ireland, the Irish Financial Services Regulatory Authority, the Jersey Financial Services Commission, the Pension Fund Supervisions Office (UNFE) in Poland and the Canadian securities administrators.

Certain of our subsidiaries are required to maintain minimum levels of capital. These and other similar provisions of applicable law may have the effect of limiting withdrawals of capital, repayment of intercompany loans and payment of dividends by such entities. Under EU regulatory capital requirements, investment firms groups are generally subject to consolidated supervision, which requires both individual regulated companies and the group of companies to meet regulatory capital requirements. Changes are proposed in EU regulatory capital requirements for regulated investment firms and banking groups. Depending on the final form of those changes and the way in which they are implemented at the EU Member State level, we may face a regulatory capital shortfall, or need to modify our operating group composition and structure in order to comply. The most recent draft of the relevant EU Directives do, however, retain the ability for certain groups to receive a waiver from the full consolidated supervision requirements, which we may be able to obtain if necessary.

To the extent that existing or future regulations affecting the sale of our products and services or our investment strategies cause or contribute to reduced sales or increased redemptions of our products or impair the investment performance of our products, our aggregate assets under management and revenues might be adversely affected.

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MANAGEMENT

The current directors of AMVESCAP PLC and members of the Executive Management Committee are:

Name	Age*	Position*
Charles W. Bradya c	69	Executive Chairman, Board of Directors; Chief Executive Officer, AMVESCAP PLC
Rex D. Adamsb c d	64	Non-Executive Director
Sir John Banhamb c d	64	Non-Executive Director
The Hon. Michael D. Bensona	61	Vice Chairman, Board of Directors; Chairman, INVESCO Division
Joseph R. Canionb c d	59	Non-Executive Director
Dr. Thomas R. Fischerb c d	57	Non-Executive Director
Jean-Baptiste Douville de Franssua	41	Chief Executive Officer, INVESCO Continental Europe
Robert H. Grahama	57	Vice Chairman, Board of Directors; Chairman, AIM Division
Hubert L. Harris, Jr.a	61	Chief Executive Officer, INVESCO North America
Erick R. Holta	52	General Counsel
Karen D. Kelleya	43	President, Fund Management Company; Director of Cash Management
Denis Kesslerb c d	52	Non-Executive Director
Edward P. Lawrenceb c d	62	Non-Executive Director
Andrew T.S. Loa	43	Chief Executive Officer, INVESCO Asia Pacific
Bevis Longstrethb c d	70	Non-Executive Director
John (“Jack”) S. Markwalter Jr.a	45	Chief Executive Officer and President, Atlantic Trust Private Wealth Management
David Ridleya	51	Chief Executive Officer, INVESCO Alternatives Group
James I. Robertsona	47	Director; Chief Financial Officer, AMVESCAP PLC; Executive Vice President
John D. Rogersa	43	Chief Executive Officer, INVESCO Division; Executive Vice President
Philip A. Taylora	49	Chief Executive Officer, AIM Trimark Investments
Stephen K. Westb c d	76	Non-Executive Director
Mark H. Williamsona	52	Chief Executive Officer, AIM Division; Executive Vice President

^* All ages and positions are as of October 31, 2004.

^a Member of the Executive Management Committee

^b Member of the Audit Committee

^c Member of the Nomination and Corporate Governance Committee

^d Member of the Remuneration Committee

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Charles W. Brady has served as Executive Chairman of the Board of Directors of our company since 1993, Chief Executive Officer of our company since 1992 and as a Director of our company since 1986. He was a founding Partner of INVESCO Capital Management Inc., which merged with our predecessor organization in 1988. Mr. Brady began his investment career in 1959 after graduating with a BS from the Georgia Institute of Technology. He also attended the Advanced Management Program at the Harvard Business School. Mr. Brady is a Director of the Atlanta College of Art, a Trustee of the Georgia Tech Foundation and the Carter Library and a Director of the National Bureau of Asian Research.

Rex D. Adams has served as a Non-Executive Director of our company since November 2001 and is Chairman of the Remuneration Committee. Mr. Adams was Dean of the Fuqua School of Business at Duke University from 1996 to 2001 and is now a professor of business administration there. He joined Mobil International in London in 1965 and served as Executive Vice President of Administration for Mobil Corporation from 1988 to 1996. Mr. Adams received a BA magna cum laude from Duke University. He was selected as a Rhodes scholar in 1962 and studied at Merton College, Oxford University. Mr. Adams serves on the Boards of Directors of Alleghany Corporation, PBS, and the Vera Institute of Justice.

Sir John Banham has served as a Non-Executive Director of our company since 1999 and is Chairman of the Nomination and Corporate Governance Committee. He is Chairman of Whitbread PLC. Sir John was Director General of the Confederation of British Industry from 1987 to 1992, a Director of both National Power and National Westminster Bank from 1992 to 1998, Chairman of Tarmac PLC from 1994 to 2000 and Chairman of Kingfisher PLC from 1995 to 2001. Sir John is a graduate of Cambridge University and has been awarded honorary doctorates by four leading U.K. universities.

The Hon. Michael D. Benson has served as Vice Chairman of the Board of Directors of our company since February 2001, Chairman of our INVESCO division since January 2003, as a Director of our company since 1994, Chief Executive Officer of INVESCO Global from 1997 until December 2002 and Chief Executive Officer of the Asian region from 1994 to 1997. He began his career in the securities industry in 1963 and held senior positions at Lazard Brothers Ltd., Standard Chartered Bank and Capital House Investment Management.

Joseph R. Canion has served as a Non-Executive Director of our company since 1997. He was a Director of AIM from 1991 through 1997, when AIM merged with INVESCO. Since 1992, Mr. Canion has served as Chairman of Insource Technology Corporation, a business and technology management company based in Houston. He was co-founder and, from 1982 to 1991, Chief Executive Officer, President and a Director of Compaq Computer Corporation.

Dr. Thomas R. Fischer has served as a Non-Executive Director of our company since February 2004. He is Chairman of the Managing Board of WestLB AG. Dr. Fischer began his career working for Varta Batterie AG before joining Deutsche Bank AG in 1985 as Deputy Director of Corporate Development. While at Deutsche Bank, he assumed a number of jobs with increasing responsibility, ultimately serving as Chief Operating Officer and a Member of the Management Board. Dr. Fischer is also a member of the Audi AG and TUI AG Boards as a Non-Executive Director and holds a Ph.D. in Business Economics from the University of Freiburg.

Jean-Baptiste Douville de Franssu has served as a member of the Executive Management Committee of our company since May 2001 and as Chief Executive Officer of INVESCO Continental Europe since 1999. He joined our company as Managing Director and member of the Board of Directors of INVESCO France in 1990. Mr. de Franssu became Managing Director of the Continental European Division in 1996 and has served as a member of the INVESCO Global Management Committee since 1997. Mr. de Franssu is a graduate of the ESC Group in Rheims. He received a BA from Middlesex University in the U.K. and a post-graduate actuarial degree from Pierre et Marie Curie University in Paris.

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Robert H. Graham has served as Vice Chairman of the Board of Directors of our company since February 2001, a Director of our company since 1997 and as Chief Executive Officer of Managed Products from 1997 to January 2001. Mr. Graham is Chairman of the AIM Division, which includes A I M Management Group Inc., a company that he co-founded in 1976. Mr. Graham received a BS, an MS and an MBA from the University of Texas at Austin and has been in the investment business since 1972. He has served as a member of the Board of Governors and the Executive Committee of the Investment Company Institute, and as Chairman of the Board of Directors and Executive Committee of the ICI Mutual Insurance Company.

Hubert L. Harris, Jr. has served as Chief Executive Officer of INVESCO North America since August 2003 and as a Director of our company from 1993 to February 1997, and from 1998 to December 2004. He was Chief Executive Officer of AMVESCAP Retirement from 1998 until 2003. He served as Assistant Director of the Office of Management and Budget in Washington, DC, during President Carter’s administration and as President and Executive Director of the International Association for Financial Planning. Mr. Harris serves as a Trustee and member of the Executive Committee of the Georgia Tech Foundation and as Vice President and member of the Executive Committee of the National Defined Contribution Council. Mr. Harris received a BS from the Georgia Institute of Technology and an MBA from Georgia State University.

Erick R. Holt has served as a member of the Executive Management Committee of our company and as General Counsel since January 2003. Before joining our company as Group Compliance Officer in July 1999, he worked at Citibank as Director of Compliance for the Investment Products and Distribution Division. Mr. Holt began his career at Bronson, Bronson & McKinnon in San Francisco in 1979. He joined Dean Witter Reynolds in 1984, was named Assistant General Counsel in 1987 and became Director of Compliance in 1989. He received an AB cum laude from the University of California and a JD from the University of San Francisco, where he was an editor of the Law Review. He is a member of the International Committee of the Investment Company Institute.

Karen D. Kelley has served as a member of the Executive Management Committee of our company since February 2004 and as Director of Cash Management, President of Fund Management Company and Managing Director of A I M Capital Management, Inc. since 2001. She also serves as Vice President of A I M Advisors, Inc. and Director of AIM Global, and is on the AIM Global Management Company, Ltd. and Short-Term Investments Co. Global Series of Funds Boards. Ms. Kelley held positions at Drexel Burnham Lambert and Federated Investors Inc. before joining AIM Management Group Inc. as a Money Market Portfolio Manager in 1989 and becoming Chief Money Market Officer in 1992. She received a BS magna cum laude from Villanova University’s College of Commerce and Finance.

Denis Kessler has served as a Non-Executive Director of our company since March 2002. A noted economist, Mr. Kessler is Chairman and Chief Executive Officer of SCOR. He is Chairman of the Boards of Directors of SCOR US Corporation, SCOR Life US Reinsurance and SCOR Reinsurance Company, and serves as a member of the Boards of Directors of Drexia SA, BNP Paribas, Bollore Investissement SA, Dassault Aviation and Cogedim. Mr. Kessler received a Diplome from the Paris Business School (HEC) and a Doctorat d’Etat in economics from the University of Paris.

Edward P. Lawrence has served as a Non-Executive Director of our company since October 2004. He is a partner at Ropes & Gray, a Boston law firm, where he also heads the investment committee of the firm’s Trust Department. Mr. Lawrence is a graduate of Harvard College and earned a J.D. from Columbia University Law School. He serves on the board of the Attorneys’ Liability Assurance Society, Ltd., is Chairman of the Board of the Massachusetts General Hospital and is Trustee of both Partners Healthcare System, Inc. in Boston and McLean Hospital in Belmont, MA.

Andrew T. S. Lo has served as a member of the Executive Management Committee of our company since May 2001 and as Chief Executive Officer of INVESCO Asia Pacific since February 2001. He joined our company as Managing Director for INVESCO Asia in 1994. Mr. Lo began his career as Credit Analyst at Chase

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Manhattan Bank in 1984. He became Vice President of the Investment Management Group at Citicorp in 1988 and was Managing Director of Capital House Asia from 1990 to early 1994. Mr. Lo was Chairman of the Hong Kong Investment Funds Association from 1996 to 1997, a member of the Council to the Stock Exchange of Hong Kong from 1997 to February 2000 and a member of the Advisory Committee to the Securities and Futures Commission in Hong Kong from 1997 to March 2001. He received a BS and an MBA from Babson College in the U.S.

Bevis Longstreth has served as a Non-Executive Director of our company since 1993 and is Chairman of the Audit Committee. Mr. Longstreth is a retired Partner of Debevoise & Plimpton where he was in that role from 1970 to 1981, and from 1984 to 1997. He was a Commissioner of the SEC from 1981 to 1984. Mr. Longstreth is a frequent writer on issues of corporate governance, banking and securities law, and is the author of “Modern Investment Management and the Prudent Man Rule” (1986), a book on law reform. He is a graduate of Princeton University and the Harvard Law School and is a Trustee of the College Retirement Equities Fund (CREF).

John (“Jack”) S. Markwalter Jr. has served as Chief Executive Officer and President of Atlantic Trust, the private wealth management division of AMVESCAP, since January 2004 and as a member of the Executive Management Committee since October 2004. He joined Atlantic Trust as head of Business Development in 2002 and has over 18 years of experience in private wealth management, having previously worked at Morgan Stanley since 1986. Mr. Markwalter received a BS with highest honors from Georgia Institute of Technology and an MBA from Harvard Business School. He serves as Chairman of the Helen Keller Foundation and is a member of the Board of Trustees for Georgia Institute of Technology’s Alexander-Tharpe Fund, the Board of Trustees for Pace Academy, and the Board of Directors for St. Joseph’s Hospital Mercy Foundation.

David Ridley has served as the Chief Executive Officer of the INVESCO Division’s Alternatives Group since April 2004 and a member of the Executive Management Committee since October 2004. He has served as Managing Partner of INVESCO Real Estate since its inception in 1983 and has over 29 years of alternative asset class experience. Mr. Ridley received a Bachelor of Business Administration in Finance from the University of Texas at Austin. He holds key memberships with institutions such as Urban Land Institute, Pension Real Estate Association and National Association of Real Estate Investment Managers.

James I. Robertson has served as a Director of our company and as Chief Financial Officer since April 2004 and as a member of the Executive Management Committee of our company since March 1999. He joined our company as Director of Finance and Corporate Development for INVESCO Global’s European division in 1993 and repeated this role for the Pacific division in 1995. Mr. Robertson became Managing Director of Global Strategic Planning in 1996 and served as Chief Executive Officer of AMVESCAP Group Services, Inc. from 2001 to 2004. He holds an MA from Cambridge University and is a member of the Institute of Chartered Accountants of England and Wales.

John D. Rogers has served as Chief Executive Officer of INVESCO Institutional and as a member of the Executive Management Committee of our company since December 2000. He became Chief Executive Officer of the INVESCO Division in January 2003. He joined the company as Chief Investment Officer and President of INVESCO’s Tokyo office in 1994 and became Chief Executive Officer and Co-Chief Investment Officer of INVESCO Global Asset Management (N.A.), Inc. in 1997. Mr. Rogers received a BA cum laude from Yale University and an MA from Stanford University. He is a Chartered Financial Analyst.

Philip A. Taylor has served as Chief Executive Officer of AIM Trimark Investments since January 2002 and became a member of the Executive Management Committee of our company in January 2003. He joined AIM Funds Management Inc. in 1999 as Senior Vice President of Operations and Client Services and later became Executive Vice President and Chief Operating Officer. Mr. Taylor was President of Canadian retail broker Investors Group Securities Inc. from 1994 to 1997 and Managing Partner of Meridian Securities from 1989 to 1994. He held various management positions with Royal Trust, now part of Royal Bank of Canada, from 1982 to 1989. Mr. Taylor received an Honors B. Comm. degree from Carleton University and an MBA from the Schulich School of Business at York University.

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Stephen K. West has served as a Non-Executive Director of our company since 1997. Mr. West was a Director of AIM from 1994 through 1997, when AIM merged with INVESCO. From 1964 to 1998, he was a partner of Sullivan & Cromwell, based in New York, and he is presently senior counsel to the firm. Mr. West serves on the Boards of Directors of the Pioneer Funds and the Swiss Helvetia Fund, Inc. He is a graduate of Yale University and the Harvard Law School.

Mark H. Williamson has served as a member of the Executive Management Committee of our company since December 1999 and became Chief Executive Officer of the AIM Division in January 2003. He was Chief Executive Officer of the Managed Products Division from February 2001 to December 2002 and Chairman and Chief Executive Officer of INVESCO Funds Group Inc. from 1998 to December 2002. Mr. Williamson began his career at Merrill Lynch in 1976. He joined C&S Securities in 1985 and was named Managing Director in 1988. He became Chairman and Chief Executive Officer of NationsBank’s mutual funds and brokerage subsidiaries in 1997. Mr. Williamson graduated from the University of Florida and is a member of the Board of Directors of ICI Mutual Insurance Company.

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THIS EXCHANGE OFFER

Purpose and Effect of this Exchange Offer

The new notes to be issued in this exchange offer will be exchanged for the old notes that we issued in December 2004. At that time, we issued $300 million of our 4.500% senior notes due 2009 and $200 million of our 5.375% senior notes due 2014. We issued the old notes without compliance with the registration requirements of the Securities Act in reliance upon an exemption from those registration requirements. Concurrently, the initial purchasers of the old notes resold the old notes to investors believed to be “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act or non-U.S. persons in accordance with Regulation S under the Securities Act.

In connection with the issuance of the old notes, we and the guarantors entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to:

• file with the SEC by February 12, 2005 a registration statement under the Securities Act with respect to the issuance of the new notes in an exchange offer;

• use our best efforts to cause that registration statement to become effective under the Securities Act not later than May 13, 2005; and

• issue and exchange the new notes for all old notes validly tendered and not validly withdrawn prior to the expiration of the exchange offer.

We have filed a copy of the registration rights agreement as an exhibit to the registration statement of which this prospectus is a part.

Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties, we believe that the new notes issued pursuant to this exchange offer may be offered for resale, resold or otherwise transferred by a holder under U.S. federal securities laws without compliance with the registration and prospectus deliver requirements of the Securities Act, provided that:

• the holder is acquiring the new notes in the ordinary course of business for investment purposes;

• the holder is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of new notes;

• the holder is not a broker-dealer who purchased the old notes directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act; and

• the holder is not an “affiliate” of ours within the meaning of Rule 405 under the Securities Act.

If you wish to participate in this exchange offer, you must represent to us in the letter of transmittal or through the DTC’s Automated Tender Offer Program that the conditions above have been met. However, we do not intend to request the SEC to consider, and the SEC has not considered, this exchange offer in the context of a no-action letter, and we cannot assure you that the staff of the SEC would make a similar determination with respect to this exchange offer. Therefore, if you transfer any new note delivered to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your new notes from such requirements, you may incur liability under the Securities Act. We will not assume this liability or indemnify you against such liability.

If any holder is an affiliate of ours, or is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the new notes to be acquired pursuant to the exchange offer, that holder:

• may not rely on the applicable interpretations of the staff of the SEC; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

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Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. See “Plan of Distribution.”

Except as described above, this prospectus may not be used for an offer to resell, a resale or other transfer of new notes.

This exchange offer is not being made to, nor will we accept tenders for exchange from, holders of old notes in any jurisdiction in which the exchange offer or the acceptance of it would not be in compliance with the securities or blue sky laws of such jurisdiction.

Terms of the Exchange

Upon the terms and subject to the conditions of this exchange offer, we will accept any and all old notes validly tendered prior to 5:00 p.m., New York City time, on the expiration date. The date of acceptance for exchange of the old notes, and completion of the exchange offer, is the exchange date, which will be the first business day following the expiration date (unless extended as described in this document). We will issue, on or promptly after the exchange date, an aggregate principal amount of up to $300 million of new 2009 notes for a like principal amount of the old 2009 notes and up to $200 million of new 2014 notes for a like principal amount of the old 2014 notes, as tendered and accepted in connection with this exchange offer. The new 2009 notes and new 2014 notes issued in connection with this exchange offer will be delivered on the earliest practicable date following the exchange date. Holders may tender some or all of their old 2009 notes and old 2014 notes in connection with this exchange offer but only in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.

The terms of the new notes are identical in all material respects to the terms of the old notes, except that the new notes have been registered under the Securities Act and are issued free from any transfer restrictions or any covenant regarding registration. The new notes will evidence the same debt as the old notes and will be issued under the same indentures and be entitled to the same benefits under each indenture as the old notes being exchanged. As of the date of this prospectus, $300 million in aggregate principal amount of the old 2009 notes and $200 million in aggregate principal amount of the old 2014 notes is outstanding.

In connection with the issuance of the old notes, we arranged for the old notes originally purchased by qualified institutional buyers and any old notes sold in reliance on Regulation S under the Securities Act to be issued and transferable in book-entry form through the facilities of DTC, acting as depositary. Except as described under “Description of the Notes—Book-Entry System; Delivery and Form,” the new notes will be issued in the form of a global note registered in the name of DTC or its nominee and each beneficial owner’s interest in it will be transferable in book-entry form through DTC. See “Description of the New Notes—Book-Entry System; Delivery and Form.”

Holders of old notes do not have any appraisal or dissenters’ rights in connection with this exchange offer. Old notes that are tendered but not accepted in connection with this exchange offer will remain outstanding and be entitled to the benefits of the indenture under which they were issued. However, some registration and other rights under the registration rights agreement will terminate, and holders of the old notes generally will not be entitled to any registration rights under the registration rights agreement, subject to limited exceptions.

We will be considered to have accepted validly tendered old notes if and when we have given oral or written notice to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the new notes from us.

If any tendered old notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events described in this prospectus or otherwise, we will return the old notes, without expense, to the tendering holder as promptly as possible after the expiration date.

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Holders who tender old notes will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes on the exchange of old notes in connection with this exchange offer. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with this exchange offer. See “—Fees and Expenses.”

Expiration Date; Extensions; Amendments

The expiration date for this exchange offer is 5:00 p.m., New York City time, on                     , 2005, unless extended by us, in our sole discretion, in which case the term “expiration date” shall mean the latest date and time to which this exchange offer is extended.

In order to extend this exchange offer, we will:

• notify the exchange agent of any extension by oral or written notice; and

• issue a press release or other public announcement that would include disclosure of the approximate number of old notes deposited and that would be issued prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

We reserve the right, in our sole discretion:

• to delay accepting any old notes;

• to extend this exchange offer;

• to amend the terms of this exchange offer in any manner; and

• to terminate this exchange offer.

Any delay in acceptance, extension, termination or amendment will be followed as soon as practicable by a press release or other public announcement or post-effective amendment to the registration statement.

If this exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose that amendment by means of a prospectus supplement or post-effective amendment that will be distributed to the holders. We will also extend this exchange offer for a period of five to ten business days, depending upon the significance of the amendment and the manner of disclosure to the holders, if this exchange offer would otherwise expire during the five to ten business day period.

We will have no obligation to publish, advertise or otherwise communicate any public announcement of any delay, extension, amendment (other than amendments constituting a material change to this exchange offer) or termination that we may choose to make, other than by making a timely release to an appropriate news agency.

Interest on the New Notes

Interest on the new 2009 notes will accrue at the rate of 4.500% per annum from the most recent date to which interest on the old 2009 notes has been paid or, if no interest has been paid, from the date of the issuance of the old 2009 notes. Interest on the new 2014 notes will accrue at the rate of 5.375% per annum from the most recent date to which interest on the old 2014 notes has been paid or, if no interest has been paid, from the date of the issuance of the old 2014 notes. Interest will be payable semiannually in arrears on June 15 and December 15, commencing on June 15, 2005.

Conditions to this Exchange Offer

Despite any other term of this exchange offer, we will not be required to exchange any old notes and may terminate this exchange offer as provided in this prospectus before the acceptance of the old notes, if:

• any action or proceeding is instituted or threatened in any court or by or before any governmental agency relating to this exchange offer that, in our reasonable judgment, might materially impair our

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ability to proceed with this exchange offer or materially impair the contemplated benefits of this exchange offer to us, or any material adverse development has occurred in any existing action or proceeding relating to us or any of our subsidiaries;

• any change, or any development involving a prospective change, in our business or financial affairs or those of any of our subsidiaries has occurred that, in our reasonable judgment, might materially impair our ability to proceed with this exchange offer or materially impair the contemplated benefits of this exchange offer to us;

• any law, statue, rule or regulation is proposed, adopted or enacted, that in our reasonable judgment, might materially impair our ability to proceed with this exchange offer or materially impair the contemplated benefits of this exchange offer to us; or

• any governmental approval has not been obtained, which approval we, in our reasonable discretion, consider necessary for the completion of this exchange offer as contemplated by this prospectus.

The conditions listed above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions. We may waive these conditions in our reasonable discretion, in whole or in part, at any time and from time to time. The failure by us at any time to exercise any of the above rights shall not be considered a waiver of these rights, and these rights shall be considered ongoing rights that may be asserted at any time and from time to time.

If we determine in our reasonable discretion that any of the conditions are not satisfied, we may:

• refuse to accept any old notes and return all tendered old notes to the tendering holders;

• extend this exchange offer and retain all old notes tendered before the expiration of this exchange offer, subject, however, to the rights of holders to withdraw these old notes (See “—Withdrawal of Tenders”); or

• waive unsatisfied conditions relating to the exchange offer and accept all properly tendered old notes which have not been withdrawn.

Procedures for Tendering

Unless the tender is made in book-entry form, to tender old notes in this exchange offer, a holder must:

• complete, sign and date the letter of transmittal, or a facsimile of it;

• have the signatures guaranteed if required by the letter of transmittal; and

• mail or otherwise deliver the letter of transmittal or the facsimile, the old notes and any other required documents to the exchange agent prior 5:00 p.m., New York City time, on the expiration date.

Any financial institution that is a participant in DTC’s Book-Entry Transfer Facility system may make book-entry delivery of the old notes through DTC’s Automated Tender Offer Program, or ATOP. ATOP enables a custodial entity, and the beneficial owner on whose behalf the custodial entity is acting, to agree electronically to be bound by the letter of transmittal. A letter of transmittal need not accompany tenders effected through ATOP.

The tender by a holder of old notes will constitute an agreement between us and the holder in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

The method of delivery of old notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. No letter of transmittal or old notes should be sent to us. Holders may request their brokers, dealers, commercial banks, trust companies or nominees to effect the tenders for them.

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Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender its old notes should contact the registered holder promptly and instruct the registered holder to tender on behalf of the beneficial owner. If the beneficial owner wishes to tender on that owner’s own behalf, the owner must, prior to completing and executing the letter of transmittal and delivery of the owner’s old notes, either make appropriate arrangements to register ownership of the old notes in the owner’s name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take a considerable period of time.

Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by an eligible guarantor institution within the meaning of Rule 17Ad-15 under the Exchange Act, unless the old notes are tendered:

• by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an “eligible guarantor institution.”

In the event that signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantee must be by:

• a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc.;

• a commercial bank or trust company having an office or correspondent in the United States; or

• an “eligible guarantor institution.”

If the letter of transmittal is signed by a person other than the registered holder of the old notes, the old notes must be endorsed by the registered holder or accompanied by a properly completed bond power, in each case signed or endorsed in blank by the registered holder.

If the letter of transmittal or any old notes or bond powers are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing and, unless the requirement is waived by us, submit evidence satisfactory to us of their authority to act in that capacity with the letter of transmittal.

We will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance and withdrawal of tendered old notes in our sole discretion. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes whose acceptance by us would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to any particular old notes either before or after the expiration date. Our interpretation of the terms and conditions of this exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within a time period determined by us. Although we intend to request the exchange agent to notify holders of defects or irregularities relating to tenders of old notes, we do not, and neither does the exchange agent nor any other person, have any duty to give this notice or will incur any liability for failure to give this notice. Tenders of old notes will not be considered to have been made until such defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

In addition, we reserve the right, as set forth above under the caption “—Conditions to this Exchange Offer,” to terminate the exchange offer.

By tendering old notes, each holder represents to us, among other things, that:

• the new notes acquired in the exchange offer are being obtained in the ordinary course of business for investment purposes of the person receiving the new notes, whether or not such person is the holder;

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• neither the holder nor any such other person has an arrangement or understanding with any person to participate in the distribution of the new notes; and

• neither the holder nor any other person is our “affiliate” (as defined in Rule 405 under the Securities Act).

If the holder is a broker-dealer that will receive new notes for its own account in exchange for old notes, it will acknowledge that it acquired the old notes as the result of market-making activities or other trading activities and it will deliver a prospectus in connection with any resale of the new notes. See “Plan of Distribution.”

Guaranteed Delivery Procedures

In the limited circumstances where old notes might have been certificated and a holder who wishes to tender its old notes finds:

• the old notes are not immediately available;

• the holder cannot deliver the old notes, the letter of transmittal or any other required documents to the exchange agent prior to the expiration date; or

• the holder cannot complete the procedures for book-entry transfer before the expiration date;

then the holder may effect a tender if:

• the tender is made through an eligible guarantor institution;

• before the expiration date, the exchange agent receives from the eligible guarantor institution:

(1)   a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail or hand delivery,

(2)  the name and address of the holder, and

(3)  the certificate number(s) of the old notes and the principal amount of old notes tendered, stating that the tender is being made and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal and the certificates representing the old notes or a confirmation of book-entry transfer, and any other documents required by the letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and

• the exchange agent receives, within three New York Stock Exchange trading days after the expiration date, a properly completed and executed letter of transmittal or facsimile, as well as the certificate(s) representing all tendered old notes in proper form for transfer or a confirmation of book-entry transfer, and all other documents required by the letter of transmittal.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

To withdraw a tender of old notes, a written facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth herein prior to 5:00 p.m., New York City time, on the expiration date. Any notice of withdrawal must:

• specify the name of the person who deposited the old notes to be withdrawn;

• identify the old notes to be withdrawn, including the certificate number or numbers (if the old notes have been certificated) and principal amount of the old notes;

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• be signed by the depositor in the same manner as the original signature on the letter of transmittal by which the old notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee register the transfer of the old notes into the name of the person withdrawing the tender; and

• specify the name in which any old notes are to be registered, if different from that of the depositor.

We will determine all questions as to the validity, form and eligibility (including time of receipt) of withdrawal notices. Any old notes so withdrawn will be considered not to have been validly tendered for purposes of the exchange offer, and no new notes will be issued in exchange for these old notes unless the old notes withdrawn are validly re-tendered. Any old notes that have been tendered but are not accepted for exchange or are withdrawn will be returned to the holder without cost to such holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be re-tendered by following one of the procedures described above under the caption “—Procedures for Tendering” at any time prior to the expiration date.

Exchange Agent

SunTrust Bank has been appointed as exchange agent in connection with this exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent, at its offices at 25 Park Place, 24^th Floor, Atlanta, Georgia 30303. The exchange agent’s telephone number is (404) 588-7296 and facsimile number is (404) 588-7335. SunTrust Bank makes no representation or warranty as to the validity or sufficiency of the information contained in this prospectus, except such information specifically relating to SunTrust Bank itself, or any information incorporated herein by reference.

Fees and Expenses

We will not make any payment to brokers, dealers or others soliciting acceptances of this exchange offer. We will pay some other expenses to be incurred in connection with this exchange offer, including the fees and expenses of the exchange agent as well as accounting and legal fees.

Holders who tender their old notes for exchange will not be obligated to pay transfer taxes. If, however:

• new notes are to be delivered to, or issued in the name of, any person other than the registered holder of the old notes tendered;

• tendered old notes are registered in the name of any person other than the person signing the letter of transmittal; or

• a transfer tax is imposed for any reason other than the exchange of old notes in connection with this exchange offer,

then the amount of any transfer taxes, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of these taxes or exemption from them is not submitted with the letter of transmittal, the amount of these transfer taxes will be billed directly to the tendering holder.

Accounting Treatment

The new notes will be recorded at the same carrying value as the old notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the completion of this exchange offer.

Consequences of Failing to Properly Tender Old Notes in the Exchange

Issuance of the new notes in exchange for the old notes under this exchange offer will be made only after timely receipt by the exchange agent of the old notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, holders desiring to tender old notes in exchange for new

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notes should allow sufficient time to ensure timely delivery. We are under no duty to give notification of defects or irregularities to tenders of old notes. Old notes that are not tendered or that are tendered but not accepted by us will, following completion of this exchange offer, continue to be subject to the existing restrictions upon transfer under the Securities Act, and, upon completion of this exchange offer, certain registration rights under the registration rights agreement will terminate.

In the event the exchange offer is completed, we generally will not be required to register the remaining old notes, subject to limited exceptions. Remaining old notes will continue to be subject to the following restrictions on transfer:

• the remaining old notes may be resold only if registered pursuant to the Securities Act, if any exemption from registration is available, or if neither registration nor an exemption is required by law, and

• the remaining old notes will bear a legend restricting transfer in the absence of registration or an exemption.

We do not currently anticipate that we will register the remaining old notes under the Securities Act. To the extent that old notes are tendered and accepted in connection with this exchange offer, any trading market for remaining old notes could be adversely affected.

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DESCRIPTION OF THE NEW NOTES

In general, the form and terms of the new notes and the old notes are identical in all material respects, except that the new notes are registered under the Securities Act and generally are not subject to transfer restrictions or registration rights.

We issued the old notes, and will issue the new notes, under two separate indentures. Each indenture will be a contract among us, A I M Management Group Inc., A I M Advisors, Inc., INVESCO Institutional (N.A.), Inc., and INVESCO North American Holdings, Inc., as guarantors, and SunTrust Bank, as trustee. The trustee’s main role is to enforce your rights against us if we default. We describe some limitations on the extent to which the trustee acts on your behalf in the information under the caption “—Events of Default” if an event of default occurs. The trustee will also act as our registrar, paying agent and authenticating agent in New York, and perform administrative duties for us, such as sending out interest payments and notices under the indentures. The address, telephone and facsimile number of the Trustee are:     

SunTrust Bank

5 Park Place

24^th Floor

Atlanta, Georgia 30303

Attn: Mr. Jack Ellerin

Telephone: 404) 588-7296

Facsimile: (404) 588-7335

The following description of the provisions of the indentures is a summary only. The summary is not complete. More specific terms as well as the definitions of terms can be found in the indentures and the Trust Indenture Act of 1939, which will be applicable to the indentures upon completion of this exchange offer. You can obtain copies of the indentures by following the directions under the caption “Where You Can Find More Information” on page ii of this prospectus.

General

The amount of new notes we can issue under each indenture is unlimited. We will issue the new 2009 notes with a maximum aggregate principal amount of $300 million, and the new 2014 notes with a maximum aggregate principal amount of $200 million. However, we may issue additional new notes under each of the indentures without your consent and without notifying you. Any such additional notes issued under the 2009 indenture will have the same ranking, interest rate, maturity date, redemption rights and other terms as the new 2009 notes, while any such additional notes issued under the 2014 indenture will have the same ranking, interest rate, maturity date, redemption rights and other terms as the new 2014 notes. Any additional notes issued under the 2009 indenture, together with new 2009 notes, will constitute a single series of notes under the 2009 indenture. In addition, any additional notes issued under the 2014 indenture, together with the new 2014 notes, will constitute a separate single series of notes under the 2014 indenture.

Principal of and interest on the new notes will be payable, and each series of the new notes will be transferable, at an office or agency of ours maintained for that purpose in the Borough of Manhattan, the City of New York, New York and, so long as such series of new notes is listed on the Luxembourg Stock Exchange, in Luxembourg. The trustee will initially be our registrar and paying agent in New York, New York. We have appointed Banque Générale du Luxembourg S.A. as paying agent and transfer agent in Luxembourg with respect to the new notes. So long as the new notes are listed on the Luxembourg Stock Exchange, and the rules of that exchange so require, we will maintain a paying agent and transfer agent in Luxembourg with respect to such series of new notes, and any change in the Luxembourg paying agent and transfer agent will be published in Luxembourg. We may at any time designate additional paying agents, rescind the designations or approve a change in the offices where they act.

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We may at any time change the stock exchange on which the new notes are listed if it is in our best interests to do so, provided that the new notes are at all times listed on a “recognized stock exchange” (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988).

The new 2009 notes and the new 2014 notes will be issued without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. No service charge will be made for any registration of transfer or exchange of either the new 2009 notes or the new 2014 notes, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with such transfer or exchange of new notes.

The indentures do not prevent us from purchasing either new 2009 notes or new 2014 notes trading on the Luxembourg Stock Exchange. In the event we purchase new notes, such new notes will be disregarded for certain voting purposes consistent with the terms of the relevant indentures.

Maturity, Interest and Principal Payments

The new 2009 notes will mature on December 15, 2009. Interest will accrue from the issue date of the new 2009 notes at a rate equal to 4.500% per year. We will pay interest on the new 2009 notes on June 15 and December 15 of each year, beginning on June 15, 2005.

The new 2014 notes will mature on December 15, 2014. Interest will accrue from the issue date of the new 2014 notes at a rate equal to 5.375% per year. We will pay interest on the new 2014 notes on June 15 and December 15 of each year, beginning on June 15, 2005.

Under the terms of the new notes, interest on the new notes will increase by 0.25% per year in the following instances:

• if the exchange offer registration statement is not filed by February 12, 2005;

• if the exchange offer registration statement is not declared effective by May 13, 2005;

• this exchange offer is not consummated by June 12, 2005;

• if any shelf registration statement required under the terms of the registration rights agreement is not declared effective by June 12, 2005; or

• if the exchange offer registration statement or any shelf registration statement ceases to be effective for more than 60 days, whether consecutive or not, in any 12-month period during which we are required to keep it effective.

Upon the filing of the exchange offer registration statement, the effectiveness of the exchange offer registration statement, consummation of the exchange offer or the effectiveness of the shelf registration statement, as the case may be, the increase in interest rate will cease to accrue from the date of filing, effectiveness or consummation, as the case may be.

Ranking

The new notes will not be secured by any of our property or assets. The new notes will be our senior unsecured obligations and will rank equally with our existing and future senior unsecured indebtedness.

The guarantees will not be secured by any of the property or assets of the guarantors. The guarantees will be senior unsecured obligations of the guarantors and will rank equally with all of their existing and future senior unsecured indebtedness.

We and the guarantors had a total of approximately $1.2 billion of senior unsecured indebtedness outstanding at September 30, 2004.

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The new notes will effectively rank junior to all indebtedness of our subsidiaries which are not guarantors. There were no material amounts of such indebtedness outstanding as of September 30, 2004.

Guarantees

A I M Management Group Inc., A I M Advisors, Inc., INVESCO Institutional (N.A.), Inc. and INVESCO North American Holdings, Inc. presently guarantee the old notes and will guarantee the new notes. All of the present guarantors are wholly owned U.S. subsidiaries of ours. Following completion of this exchange offer, if any of our other subsidiaries guarantee our credit facilities, such subsidiaries will be required under the indentures to guarantee the new 2009 notes and the new 2014 notes, subject to applicable law.

The guarantors will, jointly and severally, unconditionally and irrevocably guarantee the payment of all principal and interest on the new 2009 notes and the new 2014 notes. In general, the guarantees provide that if we fail to pay any principal of or interest on the either the new 2009 notes or the new 2014 notes when due and payable, the guarantors will, without any action by the trustee or any holder of the new 2009 notes or the new 2014 notes, as the case may be, pay the amount of principal and interest then due with respect to such series of new notes. The guarantees will not require the holders of either series of the new notes to take any action or institute any proceeding against us in order to demand or receive payments under the guarantees. Although upon making any such payment the guarantors will be subrogated to the rights of the holders of such series of new notes against us for any payment of interest and principal we fail to make, the guarantors will not be entitled to make a claim against us with respect to those rights until such series of new notes has been paid in full.

The obligations of the guarantors under their guarantees are limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of each guarantor, will result in the obligations of the guarantors under the guarantees not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

Optional Redemption

We may redeem some or all of the new 2009 notes or the new 2014 notes at any time. If we choose to redeem any new 2009 notes or new 2014 notes prior to maturity, we will pay a redemption price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to the redemption date:

• 100% of the principal amount of the new notes to be redeemed, or

• the sum of the present values of the remaining scheduled payments of principal and interest on the new notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable treasury rate plus 15 basis points with respect to the 2009 notes and 20 basis points with respect to the 2014 notes.

If we choose to redeem any new 2009 notes or new 2014 notes, we will mail a notice of redemption to holders of the relevant series of new notes not less than 30 nor more than 60 days before the redemption date. In addition, so long as the new notes to be redeemed are listed on the Luxembourg Stock Exchange, we will give notice to the Luxembourg Stock Exchange and publish notice in a leading newspaper having general circulation in Luxembourg. If we are redeeming less than all of the new 2009 notes or the new 2014 notes, the trustee will select the particular new notes to be redeemed by lot or pro rata or by another method the trustee deems fair and appropriate in its sole discretion. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the new notes or portions of the new notes called for redemption.

For purposes of calculating the redemption price in connection with the redemption of the new 2009 notes or the new 2014 notes on any redemption date, the following terms have the meanings set forth below:

“Treasury rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the comparable treasury issue (computed as of the third business day immediately

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preceding the redemption), assuming a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date.

“Comparable treasury issue” means the United States Treasury security selected by the reference treasury dealer as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financing practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such new notes.

“Comparable treasury price” means (1) the average of three reference treasury dealer quotations for such redemption date, after excluding the highest and lowest reference treasury dealer quotations, or (2) if the trustee obtains fewer than three such reference treasury dealer quotations, the average of all such quotations.

“Reference treasury dealer” means Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and their respective successors, and any other primary treasury dealer selected by the trustee and acceptable to us.

“Reference treasury dealer quotations” means, with respect to each reference treasury dealer and any redemption date, the average, as determined by the trustee, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by such reference treasury dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

All determinations made by any reference treasury dealer with respect to determining the redemption price will be final and binding absent manifest error.

Payment of Additional Amounts

We will make all payments of principal and interest on the new 2009 notes and the new 2014 notes without withholding or deducting any present or future taxes, duties, assessments or governmental charges of any kind imposed or levied by or on behalf of the U.K. or any political subdivision or any taxing authority therein, unless we are otherwise required to do so. In the event of:

• a change in applicable tax law, or

• our failure to list or maintain a listing of the 2009 notes or the 2014 notes on a “recognized stock exchange” (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988),

the effect of which, in either case, is to require us to withhold or deduct from any payment on the new 2009 notes or the new 2014 notes any amount for U.K. withholding taxes that we would not otherwise have been required to withhold or deduct, we must pay such additional amounts on the new 2009 notes or the new 2014 notes that result (after deduction or withholding of such U.K. withholding taxes, including any deduction or withholding of such U.K. withholding taxes with respect to such additional amounts) in the payment to each holder of a 2009 new note or a 2014 new note, as applicable, of the amounts that would have been payable in respect of such note had no such withholding or deduction been required. Our obligation to pay additional amounts will not apply to:

• any tax, duty, assessment or governmental charge imposed solely because:

(1) the holder or beneficial owner of a new note is or was a resident of the U.K. or is or was engaged in a trade or business that has or had a permanent establishment in the U.K.;

(2) a new note is presented for payment in the U.K., unless such new note could not have been presented elsewhere; or

(3) a new note is presented for payment more than 30 days after the date on which the payment in respect of such new note became due and payable or provided for, whichever is later, except to the extent that the holder of such new note would have been entitled to such additional amounts if such holder had presented such new note for payment on any day within such 30-day period;

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• any estate, inheritance, gift, sales, transfer, personal property or similar tax, duty, assessment or governmental charge;

• any tax, duty, assessment or other governmental charge imposed or withheld because the holder or beneficial owner failed to comply with applicable certification, identification or information reporting requirements concerning the identity, nationality, residence or connection with the U.K. of the holder or beneficial owner;

• any tax, duty, assessment or other governmental charge which is imposed on a payment to any holder and is required to be made pursuant to any European Union Council Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, or any law complying with, or introduced in order to conform to, such Directive;

• any tax, duty, assessment or other governmental charge resulting from a listing failure with respect to any new note issued in the form of a definitive registered note pursuant to the terms of the relevant indenture; or

• any combination of the items listed in the preceding five bullets,

nor shall additional amounts be paid with respect to any payment of principal or interest on any new note to any holder who is a fiduciary or partnership or person other than the beneficial owner of such new note to the extent such payment would be required by the laws of the U.K. (or any political subdivision or relevant taxing authority of or in the U.K.) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or partner of such partnership or a beneficial owner who would not have been entitled to such additional amounts had it been the direct holder of the new note.

Whenever we refer to the payment of principal of or interest on any new note or the net proceeds received on the sale or exchange of any new note, such reference includes the payment of additional amounts provided for in the relevant indenture to the extent that, in such context, additional amounts are, were, or would be payable pursuant to that indenture.

Redemption for Tax Reasons

If, as the result of:

• any change in or amendment to the laws, regulations or published tax rulings of the U.K. or of any political subdivision or taxing authority of or in the U.K., or any change in or amendment to the official application or interpretation of such laws, regulations or published tax rulings, which change or amendment is announced or becomes effective on or after the date of this prospectus, or

• a listing failure, provided that we have used reasonable best efforts to list and maintain a listing of the relevant notes on a “recognized stock exchange” (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988),

we determine that we must pay any additional amounts on one or both series of the new notes, then we may, at our option, redeem all, but not less than all, of any such series, at any time at a redemption price equal to 100% of the principal amount of the series of the new notes to be redeemed plus accrued and unpaid interest and any additional amounts to, but excluding, the redemption date.

If we choose to redeem either series of notes, we will mail a notice of redemption to the holders of the relevant series of notes not less than 30 nor more than 60 days before the redemption date. In addition, so long as the notes to be redeemed are listed on the Luxembourg Stock Exchange, we will give notice to the Luxembourg Stock Exchange and publish notice in a leading newspaper having general circulation in Luxembourg. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or portions of the notes called for redemption.

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Merger, Consolidation and Sale of Assets

Under the indentures, we and the guarantors may not consolidate with or merge into, or transfer or lease substantially all of our assets to any entity, unless:

• in our case, the surviving entity (if other than us) or the entity that acquires or leases substantially all of our assets expressly assumes our obligations on the new 2009 notes and the new 2014 notes under the indentures;

• in the case of a guarantor, the surviving entity (if other than the guarantor) or the entity that acquires or leases substantially all of the assets of the guarantor expressly assumes the obligations of the guarantor under its guarantees and the indentures;

• if the surviving entity (if other than us or the guarantor, as the case may be) is not incorporated or organized under the laws of the U.K. or the United States, we deliver certain opinions and take certain other actions required by the indentures; and

• after giving effect to such transaction, no event of default exists.

Events of Default

Under each indenture, the term “event of default” means any of the following:

• we do not pay interest or any additional amounts payable, if any, on any new note issued pursuant to such indenture when due, and such default continues for 30 days;

• we do not pay principal on any new note issued pursuant to such indenture when due;

• we or the guarantors do not perform any of our other covenants in such indenture, and such default continues for 60 days after we receive written notice as provided in such indenture; and

• certain events of bankruptcy, insolvency or reorganization involving us or any guarantor, provided that, with respect to any guarantor, such event of bankruptcy, insolvency or reorganization has a material adverse effect on us and our subsidiaries, taken as a whole.

If an event of default, other than bankruptcy, insolvency or reorganization, occurs, either the trustee or the holders of at least 25% in principal amount of the outstanding new 2009 notes or the outstanding new 2014 notes may declare the principal amount of all of the new notes of such series to be immediately due and payable. However, at any time after such a declaration has been made, the holders of a majority in principal amount of the outstanding new notes of such series may, under certain circumstances, rescind and annul the acceleration. If a bankruptcy, insolvency or reorganization event of default occurs, the principal amount of the outstanding new 2009 notes and the outstanding new 2014 notes will automatically become immediately due and payable without any action on the part of the trustee or any holder. For information as to waiver of defaults, see “—Modification and Waiver” below.

Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the indentures at the request of any holders unless the holders offer the trustee protection from expenses and liability satisfactory to the trustee, which is called an indemnity. If reasonable indemnity is provided, the holders of a majority of the principal amount of the outstanding new 2009 notes or the outstanding new 2014 notes may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee with respect to such new notes. These majority holders may also direct the trustee in performing any other action under the relevant indenture.

We must furnish to the trustee annually a statement as to our performance of our obligations under each indenture and as to any default in such performance.

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Defeasance and Covenant Defeasance

Each indenture provides that we may, at our option:

• be discharged from our payment and certain other obligations in respect of the new 2009 notes or the new 2014 notes, as applicable, or

• be discharged from our obligation to comply with certain restrictive covenants of such indenture and the related events of default,

in each case if we deposit with the trustee money in U.S. dollars or U.S. government obligations that will generate cash sufficient to pay the principal of and interest on the new 2009 notes or the new 2014 notes, as applicable, on their various due dates and certain other conditions under the indenture are satisfied.

In the case of discharge pursuant to the first bullet above, we must deliver to the trustee an opinion of counsel to the effect, among other things, that:

(1) the holders of the new 2009 notes or the new 2014 notes, as applicable, will not recognize income, gain or loss, for U.S. federal income tax purposes as a result of the exercise of the option under the first bullet above and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, and

(2) either we have received from, or there has been published by the U.S. Internal Revenue Service, a ruling to that effect, or since the date of the indenture, there has been a change in the applicable U.S. federal income tax law.

In the case of an election under the second bullet above, we must deliver to the trustee an opinion of counsel to the effect that the holders of the new notes to be discharged will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the exercise of the option under the second bullet above and will be subject to U.S. federal income tax on the same amount, in the same manner and at the same time as would have been the case if such option had not been exercised.

Satisfaction and Discharge

The 2009 indenture or the 2014 indenture, as the case may be, will cease to be of further effect as to all outstanding new 2009 notes or new 2014 notes, as the case may be, except with respect to rights of registration of transfer or exchange of the relevant new notes, when:

• either:

(1) all of the new 2009 notes or new 2014 notes, as the case may be, that have been authenticated and delivered (except lost, stolen or destroyed new notes which have been replaced or paid and new notes for whose payment money has been deposited in trust or segregated and held in trust by us and thereafter repaid to us or discharged from such trust) have been delivered to the trustee for cancellation, or

(2) all of the new 2009 notes or new 2014 notes, as the case may be, not delivered to the trustee for cancellation have become due and payable or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the trustee and we deposit with the trustee funds in trust in an amount sufficient to pay the principal, interest and any additional amounts when due;

• we have paid all other sums payable under such indenture by us in respect of the outstanding new 2009 notes or new 2014 notes, as the case may be; and

• we have delivered to the trustee an officers’ certificate and an opinion of counsel satisfactory to the trustee, each stating that the foregoing conditions have been complied with.

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Modification and Waiver

From time to time, we, the guarantors and the trustee may, without the consent of the holders, amend, waive or supplement either indenture in limited circumstances such as curing ambiguities, defects or inconsistencies and changes that do not adversely affect the holders in any material respect. We, the guarantors and the trustee may make other amendments, waivers or supplements to either indenture with the consent of the holders of a majority in principal amount of the outstanding new notes issued under that indenture; provided that such amendment, waiver or supplement may not, without the consent of the holder of each outstanding note issued under that indenture:

• change the stated maturity of the principal of, or any installment of principal of, or interest on, any new note;

• reduce the principal amount of, or the rate of interest on, any new note or change our obligation to pay additional amounts except as contemplated by the indenture;

• change the place or currency of payment of principal of or interest on any new note;

• impair the right to institute suit to enforce any payment on or with respect to any new note;

• reduce the percentage in principal amount of outstanding new notes that is required to modify or amend the indenture, to waive compliance with certain provisions of the indenture or to waive certain defaults;

• change our obligation to maintain an office or agency in the places and for the purposes specified in the indenture; or

• release a guarantor from its guarantee.

The holders of a majority in principal amount of the outstanding 2009 notes or 2014 notes may, on behalf of the holders of all new notes of such series, waive our compliance with certain covenants of the relevant indenture as well as waive any past default under such indenture, except a default in the payment of the principal of or interest on any new note or in respect of a provision of such indenture that may not be amended, waived or supplemented without the consent of each holder of outstanding such new notes issued thereunder.

Notices

So long as the new 2009 notes or the new 2014 notes are listed on the Luxembourg Stock Exchange and the rules of the exchange so require, we will publish notices to the holders of such notes in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or, if such publication is not practicable, in another leading daily newspaper with general circulation in Europe. Any publication notice will be deemed to have been given on the first date on which publication is made. So long as the new 2009 notes or the new 2014 notes are listed on the Luxembourg Stock Exchange, we will provide a copy of all notices with respect to such new notes to the Luxembourg Stock Exchange.

Governing Law and Service of Process

The indentures and the new notes are governed by the laws of the State of New York. We have appointed C T Corporation System as our authorized agent upon whom process may be served in any action or proceeding arising out of or based upon the indentures or the new notes which may be instituted in any federal or state court having subject matter jurisdiction in the Borough of Manhattan, the City of New York, New York. We have irrevocably submitted to the jurisdiction of such courts in any such action or proceeding.

Book-Entry System; Delivery and Form

Each series of new notes will be issued in the form of one or more fully registered global securities which will be deposited with, or on behalf of, The Depository Trust Company, New York, New York, which we refer to

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as the DTC, and registered in the name of Cede & Co., DTC’s nominee. We will not issue new notes in certificated form. Beneficial interests in the global securities will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Investors may elect to hold interests in the global securities through either DTC in the United States, or Clearstream Banking, S.A. or Euroclear Bank S.A./N.V., as operator of the Euroclear System in Europe, referred to as Clearstream and Euroclear, if they are participants of those systems, or, indirectly, through organizations that are participants in those systems. Clearstream and Euroclear will hold interests on behalf of their participants through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositories, which in turn will hold such interests in customers’ securities accounts in the depositories’ names on the books of DTC. Beneficial interests in the global securities will be held in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. Except as set forth below, the global securities may be transferred, in whole but not in part, only to another nominee of DTC or to a successor to DTC or its nominee.

DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments that DTC’s participants, which we refer to as direct participants, deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between direct participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. Access to the DTC system also is available to others, such as U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations, that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. We refer to those entities as indirect participants.

Purchases of new notes under the DTC system must be made by or through direct participants, who receive a credit for the new notes on DTC’s records. The ownership interest of each actual purchaser of each new note, who we refer to as a beneficial owner, is in turn recorded on the direct and indirect participants’ records. Beneficial owners will not receive written confirmation from DTC of their purchase. Beneficial owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participants through which the beneficial owner entered into the transaction. Transfers of ownership interests in the new notes will be accomplished by entries made on the books of direct and indirect participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in either series of the new notes, except in the event that use of the book-entry system for that series of the notes is discontinued.

To facilitate subsequent transfers, all new notes deposited by direct participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of new notes with DTC and their registration in the name of Cede & Co. or another DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the newe notes. DTC’s records reflect only the identity of the direct participants to whose accounts the new notes are credited, which may or may not be the beneficial owners. The direct and indirect participants remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

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Redemption notices will be sent to DTC. If less than all of the new 2009 notes or the new 2014 notes are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each direct participant in the new notes to be redeemed.

Neither DTC, Cede & Co. nor any other DTC nominee will consent or vote with respect to the new notes unless authorized by a direct participant in accordance with DTC’s procedures. Under its usual procedures, DTC mails an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those direct participants to whose accounts new notes are credited on the record date.

Redemption proceeds, distributions and dividend payments on the new notes will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit direct participants’ accounts upon DTC’s receipt of funds and corresponding detail information from us or the exchange agent on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such participant and not of DTC or its nominee, us, the trustee or the exchange agent, subject to any statutory or regulatory requirements in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC, is the responsibility of us or the exchange agent. Disbursement of such payments to direct participants will be the responsibility of DTC, and disbursement of such payments to the beneficial owners will be the responsibility of direct and indirect participants.

DTC may discontinue providing its services as depository with respect to the new 2009 notes or the new 2014 notes at any time by giving reasonable notice to us or the exchange agent. Under such circumstances, in the event that a successor depository is not obtained, certificates representing the affected series of new notes are required to be printed and delivered. In addition, we may decide to discontinue use of the system of book-entry transfers through DTC or a successor securities depository with respect to either or both series of new notes. In that event, certificates representing the new notes will be printed and delivered. In the event that individual certificates are issued, holders of the new notes will be able to receive payments, including principal and interest on the new notes, and effect transfer of the affected series of notes at the offices of our paying and transfer agent in Luxembourg.

Like DTC, Euroclear and Clearstream hold securities for participating organizations. They also facilitate the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in the accounts of such participants. Euroclear and Clearstream provide various services to their participants, including the safekeeping, administration, clearance, settlement, lending and borrowing of internationally traded securities. Euroclear and Clearstream interface with domestic securities markets. Euroclear and Clearstream participants are financial institutions such as underwriters, securities brokers and dealers, banks, trust companies and certain other organizations. Indirect access to Euroclear and Clearstream is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Euroclear and Clearstream participant, either directly or indirectly.

Distributions with respect to new notes held beneficially through Euroclear or Clearstream will be credited to the cash accounts of participants in Euroclear or Clearstream, as the case may be, in accordance with their respective procedures, to the extent received by the common depositary for Euroclear or Clearstream.

The information in this section concerning DTC, Euroclear and Clearstream have been obtained from sources that we believe to be reliable, but neither we nor the trustee take any responsibility for the accuracy of the information.

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Global Clearance and Settlement Procedures

Secondary market trading between participants will occur in the ordinary way in accordance with DTC’s rules and will be settled in immediately available funds using DTC’s Same-Day Funds Settlement System. Secondary market trading between Clearstream participants and Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately available funds.

Cross-market transfers between persons holding directly or indirectly through DTC on the one hand, and directly or indirectly through Clearstream or Euroclear participants, on the other, will be effected within DTC in accordance with DTC’s rules on behalf of the relevant European international clearing system by its U.S. depository; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the participant in such system in accordance with its rules and procedures and within its established deadlines. The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. depository to take action to effect final settlement on its behalf by delivering or receiving notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream participants and Euroclear participants may not deliver instructions directly to their respective U.S. depositories. Because of time-zone differences, credits of new notes received in Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits, or any transactions in the new notes settled during such processing, will be reported to the relevant Euroclear participants or Clearstream participants on that business day. Cash received in Clearstream or Euroclear as a result of sales of new notes by or through a Clearstream participant or a Euroclear participant to a DTC participant will be received with value on the business day of settlement in DTC but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following DTC settlement in DTC.

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of securities among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and they may discontinue the procedures at any time.

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TAX CONSIDERATIONS

United Kingdom Tax Consequences

The following summary describes certain U.K. tax consequences of this exchange offer and the ownership of the new notes as of the date of this prospectus but does not purport to be comprehensive. Except where noted, it relates only to the position of persons who are the absolute beneficial owners of their notes and may not apply to special situations, such as those of dealers in securities or certain professional investors. Furthermore, the discussion below is generally based upon the provisions of the U.K. tax laws and U.K. Inland Revenue practice as of the date of this prospectus, and such provisions may be repealed, revoked or modified or such practice may change (in either case possibly with retrospective effect) so as to result in U.K. tax consequences different from those discussed below. Persons considering participation in this exchange offer should consult their own tax advisors concerning U.K. tax consequences in the light of their particular situations as well as any consequences arising under the law of any other relevant tax jurisdiction. No representations with respect to the tax consequences to any particular holder of notes are made hereby.

Exchange Offer

The exchange of old notes for new notes pursuant to this exchange offer should not give rise to a U.K. tax charge.

Consequences to Non-Tendering Holders

A non-tendering holder will not be subject to a U.K. tax charge for failing to tender old notes for new notes pursuant to this exchange offer.

Interest on the Notes

The new notes will constitute “quoted Eurobonds” within the meaning of section 349 of the Income and Corporation Taxes Act 1988, to which we refer as the ICTA, for as long as they are, and continue to be, listed on a “recognised stock exchange” within the meaning of section 841 of the ICTA. The Luxembourg Stock Exchange is currently recognized for these purposes. Accordingly, so long as the new notes are listed on the Luxembourg Stock Exchange, payments of interest on the new notes may be made without withholding or deduction on account of U.K. income tax.

If, for whatever reason, the new notes cease to constitute “quoted Eurobonds,” payments of interest on the new notes will be made subject to the deduction of an amount representing U.K. income tax, currently at the rate of 20%, subject to any direction to the contrary from the Inland Revenue in respect of such relief as may be available pursuant to the provisions of any applicable double taxation treaty or, unless the holder of the notes is:

• subject to U.K. corporation tax in respect of that interest; or

• otherwise entitled to receive interest without withholding tax pursuant to section 349A(1) of the ICTA.

In its current form, the tax treaty between the United Kingdom and the United States provides for a zero rate of withholding on interest for those holders that are eligible for the benefits of such treaty.

Persons in the United Kingdom paying interest to or receiving interest on behalf of another person who is an individual may be required to provide certain information to the United Kingdom Inland Revenue regarding the identity of the payee or person entitled to the interest and, in certain circumstances, such information may be exchanged with tax authorities in other countries.

Interest on the new notes will constitute U.K. source income for U.K. tax purposes and, as such, may be subject to income tax by direct assessment even where paid without withholding or deduction. However, interest

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with a U.K. source received without deduction or withholding on account of U.K. tax will not be subject to U.K. tax in the hands of a holder of a new note who is not resident for tax purposes in the United Kingdom unless that holder carries on a trade, profession or vocation in the United Kingdom through a U.K. branch or agency, or for holders who are companies, through a U.K. permanent establishment, in connection with which the interest is received or to which the new note is attributable, in which case tax may be levied on the United Kingdom branch or agency or permanent establishment. There are exemptions for interest received by certain categories of agents (such as some brokers and investment managers).

If interest were paid under deduction of United Kingdom income tax (for example, if the new notes lost their listing), holders of new notes who are not resident in the United Kingdom may be able to recover all or part of the tax deducted if there is an appropriate provision in an applicable double taxation treaty.

Holders of new notes should be aware that the provisions relating to additional amounts, referred to in “Payment of Additional Amounts” above, would not apply as a consequence of the Inland Revenue seeking to assess directly the person entitled to the relevant interest to United Kingdom tax (which the Inland Revenue may not do to a holder not resident in the United Kingdom who does not carry on a trade, profession or vocation in the United Kingdom through a United Kingdom branch, agency or permanent establishment). However exemption from, or reduction of, such United Kingdom tax liability might be available under an applicable double taxation treaty.

European Union Savings Directive

The European Union Council Directive 2003/48 on the taxation of savings income is proposed to come into effect from July 1, 2005, at the earliest. It is not currently envisioned that there will be a United Kingdom paying agent, but should the Directive come into effect, and there is a United Kingdom paying agent paying interest on the new notes, where the beneficial owner of the interest is an individual resident in a Member State other than the United Kingdom, such paying agent will have to provide certain information, as specified in the Directive, to the Inland Revenue. Under the terms of the Directive, the Inland Revenue will be then required to pass this information on to the tax authorities of other Member States, and possibly certain third countries and territories, including the United States.

Sale or Disposition (Including Redemption)

For U.K. tax purposes, a sale or other disposition of a new note will generally not give rise to a U.K. tax charge unless such sale, exchange or other disposition is made by a holder who in the relevant period is resident or ordinarily resident for U.K. tax purposes in the United Kingdom or carries on a trade, profession or vocation in the U.K. through a branch or agency to which the new note is attributable.

Investors in the new notes should be aware that the above paragraph would apply to corporate holders of notes as if the expression “branch or agency” were replaced by the expression “permanent establishment.”

Corporate Noteholders

Noteholders subject to United Kingdom corporation tax (including non-resident noteholders whose new notes are used, held or acquired for the purposes of a trade, profession or vocation carried on in the United Kingdom through a permanent establishment) will be subject to tax as income on all profits and gains from the new notes broadly in accordance with their statutory accounting treatment, so long as the accounting treatment is in accordance with a mark-to-market basis or an accruals basis which is authorised for tax purposes, or for accounting periods beginning on or after January 1, 2005, a generally accepted accounting practice as that term is defined for tax purposes. Such noteholders will generally be charged in each accounting period by reference to interest and any profit or loss (including any profit or loss arising on an exchange) which in accordance with an authorised accruals method of accounting is applicable to that period. Fluctuations in value relating to foreign exchange gains and losses in respect of the new notes will be brought into account as income.

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Other Noteholders

Taxation of Chargeable Gains

A disposal of a new note by a noteholder resident, or ordinarily resident for tax purposes, in the United Kingdom or who carries on a trade, profession or vocation in the United Kingdom through a branch or agency to which the new note is attributable may give rise to a chargeable gain or allowable loss for the purposes of taxation of capital gains. In calculating any gain or loss on disposal of a new note, sterling values are compared at acquisition and transfer. Accordingly, a taxable profit can arise even where the foreign currency amount received on a disposal is less than or the same as the amount paid for the new note.

Any accrued interest at the date of disposal will be taxed under the provisions of the Accrued Income Scheme.

Accrued Income Scheme

A transfer of a new note by a holder resident, or ordinarily resident for tax purposes, in the United Kingdom or who carries on a trade in the United Kingdom through a branch or agency to which the new note is attributable may give rise to a charge to tax on income in respect of an amount representing interest on the new note which has accrued since the preceding interest payment date.

Stamp Duty and Stamp Duty Reserve Tax

By Revenue practice, no U.K. stamp duty or stamp duty reserve tax should be payable on the issue or the transfer of the new notes.

Luxembourg Tax Consequences

European Union Savings Directive

Under the terms of the European Union Council Directive 2003/48, payments of interest where the beneficial owner of that interest is an individual resident in a Member State of the European Union can be subject to a withholding tax where certain circumstances apply. One of these circumstances is where interest is paid by a paying agent who is resident in Luxembourg, unless the beneficial owner of the interest has either authorized the paying agent to report certain information to the Luxembourg tax authorities or the beneficial owner has provided the paying agent with a certificate from the tax authorities of the Member State in which it is resident containing certain specified information. Accordingly, should the directive be implemented in Luxembourg, payments of interest on the new notes by Banque Générale du Luxembourg S.A. where the beneficial owner of the interest is an individual resident in a Member State of the European Union other than Luxembourg may be subject to withholding tax imposed by Luxembourg or all individual investors, who reside in a Member State of the European Union, may have to comply with additional reporting and/or certification requirements. All other investors receiving payments of interest from or through Banque Générale du Luxembourg S.A. will need to satisfy the Banque that the provisions of the directive do not apply to payments of interest made to them. U.S. investors will receive payments of interest through SunTrust Bank, as paying agent, and therefore will not be subject to the foregoing requirement. Depending on the conclusion by the EU of certain agreements relating to information exchange with certain other countries, Luxembourg may in the future need to abandon the withholding tax system and need to apply the exchange of information regime to all payments of interest.

General European Union Tax Consequences

European Union Savings Directive

Under the terms of the European Union Council Directive 2003/48, subject to a number of important conditions being met, it is proposed that Member States will be required from a date not earlier than July 1, 2005 to provide to the tax authorities of other Member States details of payments of interest and other similar income paid by a person within its jurisdiction to or for an individual in another Member State, except that Austria,

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Belgium and Luxembourg will instead impose a withholding system for a transitional period unless during such period they elect otherwise. It is expected that a number of third countries and territories including the United States will adopt similar measures with effect from the same date.

United States Tax Consequences

The following is a general discussion of the material U.S. federal income tax consequences associated with the exchange offer and the ownership and disposition of the new notes. Except where noted, this discussion addresses only those holders who hold the notes as capital assets and does not address special situations, such as those of brokers, dealers in securities or currencies, financial institutions, tax-exempt entities, governmental entities, insurance companies, persons liable for alternative minimum tax, U.S. persons whose “functional currency” is not the U.S. dollar, persons holding notes as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, as the case may be, persons who contemporaneously sell, tender or otherwise dispose of other debt of AMVESCAP and traders in securities that elect to use a mark-to-market method of accounting for their securities holdings. The following summary does not address U.S. state or local tax consequences or other U.S. federal tax consequences, such as estate and gift taxes.

This discussion is based on provisions of the Internal Revenue Code of 1986, as amended, which we refer to as the Code, the Treasury Regulations promulgated under the Code, and administrative and judicial interpretations of the Code, all as in effect as of the date of this prospectus and all of which are subject to change, possibly with retroactive effect. This discussion does not address tax consequences of the purchase, ownership, or disposition of the new notes to holders of the new notes other than those holders who acquired their new notes in this exchange offer. If a partnership holds the old notes or new notes, the tax treatment of a partner of such partnership will generally depend upon the status of such partner and the activities of such partnership. Partners of partnerships that hold old notes or receive new notes pursuant to this exchange offer should consult their own tax advisors.

U.S. Holders

The following discussion is limited to a holder of the new notes that is a “U.S. holder.” As used in this prospectus, the term U.S. holder means a holder of the new notes that is a U.S. person for U.S. federal income tax purposes. A U.S. person for these purposes is:

• an individual who is a citizen or resident of the United States,

• a corporation or partnership created or organized in or under the law of the United States or of any political subdivision of the United States,

• any estate the income of which is included in gross income for U.S. tax purposes regardless of its source, or

• a trust, if

(1) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or

(2) the trust validly elects to be treated as a U.S. person for U.S. federal income tax purposes.

Each U.S. holder should consult its tax advisor regarding the particular tax consequences to such holder of this exchange offer and the ownership and disposition of the new notes, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local, or other taxing jurisdiction.

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Exchange Offer

Under general principles of tax law, the “significant modification” of a debt instrument creates a deemed exchange (upon which gain or loss may be recognized) if the modified debt instrument differs materially either in kind or in extent from the original debt instrument. Under applicable Treasury Regulations, the modification of a debt instrument is a significant modification that will create a deemed exchange if, based on all the facts and circumstances and taking into account certain modifications of the debt instrument collectively, the legal rights or obligations that are altered and the degree to which they are altered are “economically significant.” In addition, a significant modification that will create a deemed exchange occurs if one of the bright line tests set forth in Treasury Regulations Section 1.1001-3(e) is met.

The exchange of old notes for new notes pursuant to this exchange offer should not constitute an exchange for federal income tax purposes as the new notes do not differ materially in kind or extent from the old notes and consequently, a significant modification of a debt instrument pursuant to Treasury Regulations Section 1.1001-3 has not occurred. Accordingly, a U.S. holder who exchanges old notes for new notes pursuant to this exchange offer should not recognize taxable gain or loss upon the receipt of the new notes in exchange for the old notes in the exchange offer. In addition, the holding period for a new note received in the exchange offer should include the holding period of the old note surrendered, and the adjusted tax basis of a new note immediately after the exchange will be the same as the adjusted tax basis of the old note surrendered.

Each U.S. holder should consult its tax advisor regarding the particular tax consequences to the U.S. holder participating in this exchange transaction.

Consequences to Non-Tendering U.S. Holders

A non-tendering U.S. holder will not realize any gain or loss for failing to tender old notes for new notes.

Interest on the Notes

Stated interest payable on the new notes generally will be included in the gross income of a U.S. holder as ordinary interest income at the time such interest is accrued or received, in accordance with such U.S. holder’s method of accounting for U.S. federal income tax purposes. Such income will be treated as foreign source income.

Sale, Exchange and Retirement of Notes

Upon the sale, redemption, exchange (subsequent to this exchange offer), retirement, or other taxable disposition of the new notes, a U.S. holder generally will recognize capital gain or loss equal to the amount realized by such holder (excluding any amount attributable to accrued but unpaid interest), less such holder’s adjusted tax basis in the new notes (excluding any amount attributable to accrued but unpaid interest).

In addition, an amount equal to any accrued but unpaid interest not previously included in income will be treated as ordinary interest income. The deductibility of capital losses is subject to limitations.

Backup Withholding and Information Reporting

In general, information reporting requirements will apply to payments of principal and interest on the new notes and to the proceeds of the sale of new notes other than payments to certain exempt recipients, such as corporations. A backup withholding tax will apply to such payments if the U.S. holder fails to provide a taxpayer identification number on a Form W-9, furnishes an incorrect taxpayer identification number, fails to certify exempt status from backup withholding or receives notification from the Internal Revenue Service that the holder is subject to backup withholding as a result of a failure to report all interest or dividends.

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Backup withholding is not an additional tax. Any amounts withheld from a payment to a U.S. holder under the backup withholding rules will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is furnished to the Internal Revenue Service.

Non-U.S. Holders

The following discussion is limited to a holder of notes that is a “non-U.S. holder.” The term non-U.S. holder means a holder of notes that for U.S. federal income tax purposes is not a U.S. person and includes:

• a nonresident alien,

• a corporation, partnership, estate or trust that is not a U.S. holder, or

• any other person that is not subject to U.S. federal income taxation in respect of the notes.

Each non-U.S. holder should consult its tax advisor regarding the particular tax consequences to such holder of this exchange offer, the ownership and disposition of the new notes, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local or other taxing jurisdiction.

Exchange Offer

For the reasons outlined above in the discussion for U.S. holders, the exchange of old notes for new notes pursuant to this exchange offer should not constitute an exchange for federal income tax purposes as the new notes do not differ materially in kind or extent from the old notes and consequently, a significant modification of a debt instrument pursuant to Treasury Regulations Section 1.1001-3 has not occurred. Accordingly, a non-U.S. holder who exchanges old notes for new notes pursuant to this exchange offer should not recognize taxable gain or loss upon the receipt of the new notes in exchange for the old notes in the exchange offer. In addition, the holding period for a new note received in the exchange offer should include the holding period of the old note surrendered and the adjusted tax basis of a new note immediately after the exchange will be the same as the adjusted tax basis of the old note surrendered.

Each non-U.S. holder should consult its tax advisor regarding the particular tax consequences to the non-U.S. holder in the exchange transaction.

Consequences to Non-Tendering Non-U.S. Holders

A non-tendering non-U.S. holder will not realize any gain or loss for failing to tender old notes for new notes.

Interest on the Notes

Stated interest payable on the new notes that is derived by a non-U.S. holder will generally be exempt from U.S. federal income taxation, including withholding tax, unless such interest income is effectively connected with the conduct of a trade or business in the United States (or if a tax treaty applies, such interest is attributable to a U.S. permanent establishment of the non-U.S. holder). Each non-U.S. holder should consult its own tax advisor regarding the particular tax consequences to such holder.

Sale, Exchange and Retirement of Notes

Upon the sale, redemption, exchange (subsequent to this exchange offer), retirement or other taxable disposition of the new notes, a non-U.S. holder will generally be exempt from U.S. federal income taxation unless any gain from such taxable disposition is effectively connected with the conduct of a trade or business in

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the United States (or if a tax treaty applies, such gain is attributable to a U.S. permanent establishment of the non-U.S. holder). If the gain is effectively connected with the conduct of a trade or business in the United States (or if a tax treaty applies and such gain is attributable to a U.S. permanent establishment of the non-U.S. holder), a non-U.S. holder would recognize and be subject to U.S. tax on the capital gain equal to the difference between the amount realized by such holder (excluding any amount attributable to accrued but unpaid interest) and the holder’s adjusted tax basis in the new notes (excluding any amount attributable to accrued but unpaid interest). In addition, even if capital gain arising from the sale, redemption, exchange (subsequent to this exchange offer), retirement or other taxable disposition of the new notes is not effectively connected with the conduct of a trade or business in the United States, a non-U.S. holder that is an individual may be subject to U.S. tax on the gain if the non-U.S. holder is present in the United States for 183 days or more during the taxable year in which such sale, redemption, exchange (subsequent to this exchange offer), retirement or other taxable disposition occurs. Each non-U.S. holder should consult its tax advisor regarding the particular tax consequences to such holder.

Backup Withholding and Information Reporting

Payment of interest on the new notes or payment of the proceeds of a sale, redemption, exchange (subsequent to this exchange offer), retirement or other taxable disposition of the new notes will be subject to information reporting requirements and backup withholding tax unless the beneficial owner certifies to a U.S. custodian, nominee or paying agent that it is not a U.S. person or that it is eligible for another exemption.

Applicable certification requirements can be satisfied by a non-U.S. holder upon the appropriate filing of:

• IRS Form W-8BEN, stating under penalties of perjury that such holder of the new notes is not a U.S. person and providing such holder’s name and address;

• IRS Form W-8ECI, stating under penalty of perjury that such holder of the new notes is not a U.S. person and that the income derived from the new notes is effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States; or

• IRS Form W-8IMY, stating under penalties of perjury that such holder of the new notes is holding the new notes on behalf of non-U.S. beneficial owners and attaching IRS Form W-8BENs and W-8ECIs of such beneficial owners (unless such holder is a Qualified Intermediary);

provided that, in either case, the applicable form is delivered pursuant to applicable procedures and is promptly transmitted to the U.S. paying/withholding agent.

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PLAN OF DISTRIBUTION

We are not using any underwriters for this exchange offer and we are bearing the expenses of the exchange.

Each broker-dealer that receives new notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes if the old notes were acquired as a result of market-making activities or other trading activities. We and the guarantors have agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any resale. In addition, until forty days after the effectiveness of this registration statement, all dealers effecting transactions in the registered notes may be required to deliver a prospectus.

Neither we nor the guarantors will receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to this exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer and/or the purchasers of any new notes. Any broker-dealer that sells new notes that were received by it for its own account pursuant to this exchange offer and any broker or dealer that participates in a distribution of new notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any resale of new notes and any commissions or concessions received by any of these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of one year after the expiration date, we and the guarantors will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents in the letter of transmittal. We and the guarantors have agreed to pay all expenses incident to this exchange offer (including the expenses of one counsel for the initial purchasers of the old notes), other than commissions or concessions of any brokers or dealers, and will indemnify the holders of the old notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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ENFORCEABILITY OF CIVIL LIABILITIES

AMVESCAP PLC is a company incorporated under the laws of England and Wales. Certain of our directors and officers and certain experts named in this prospectus are residents of England, and all or a substantial portion of their assets are located outside the United States. As a result, you may not be able to effect service of legal process upon those directors, officers, and experts who are not residents of the United States or enforce against them judgments of courts of the United States predicated upon civil liability provisions of the federal or state securities laws of the United States. Our English solicitors, Linklaters, have advised us that there is doubt as to the enforceability in England, in original actions or in actions for the enforcement of judgments of United States courts, of certain liabilities predicated upon such securities laws.

LEGAL MATTERS

Erick Holt, our general counsel, Alston & Bird LLP, our U.S. counsel, and Linklaters, our U.K. counsel, will pass upon various legal matters for us with respect to the new notes and the exchange offer. Alston & Bird LLP will rely as to matters of English law upon the opinion of Linklaters.

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, have audited our consolidated financial statements for the two years ended December 31, 2003 included in the our annual report on Form 20-F, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing. Our audited consolidated financial statements for the years ended December 31, 2001, 2000, and 1999, were audited by Arthur Andersen. In reliance on Rule 437a of the Securities Act, the exchange offer registration statement has been filed without the written consent of Arthur Andersen as required by Section 7 of the Securities Act. Accordingly, you will not be able to sue Arthur Andersen pursuant to Section 11(a)(4) of the Securities Act and your right of recovery under that section may be limited as a result of the lack of consent. For more information, see “Risk Factors—You are unlikely to be able to exercise effective remedies against our former independent public accountant in any legal action” above.

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AMVESCAP PLC

Offer to Exchange

$300,000,000 of Its 4.500% Notes Due 2009

Registered under the Securities Act,

for $300,000,000 of Its Outstanding Unregistered

4.500% Notes Due 2009 and

$200,000,000 of Its 5.375% Notes Due 2014,

Registered under the Securities Act,

for $200,000,000 of Its Outstanding Unregistered

5.375% Notes Due 2014

PROSPECTUS

                    , 2005

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Except as hereinafter provided, there is no provision of our Memorandum or Articles of Association or any contract, arrangement or statute under which any of our directors, managing directors, managers, officers or auditors are insured or indemnified in any manner against any liability that he may incur in his capacity as such.

Our Articles of Association provide that, subject to the provisions of the Companies Act, each of our directors, managing directors, managers, officers and auditors shall be indemnified by us against all costs, charges, expenses, losses or liabilities incurred by him in the execution of the duties of his office or otherwise relating to his office, including liabilities incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favor, or in which he is acquitted or in connection with any application in which relief is granted to him by the court.

Our Articles of Association also provide that we may purchase and maintain insurance for any of our directors, managing directors, managers, officers or auditors against any liabilities, including any which may attach to him in respect of any negligence, default, breach of duty or breach of trust that he may be guilty of in relation to us. We maintain such policies of insurance on our directors and officers.

Item 21. Exhibits and Financial Statement Schedules

(a) The following exhibits are filed as part of this registration statement:

Exhibit No.	Description of Exhibit
3.1	Memorandum of Association of AMVESCAP PLC, incorporating amendments up to and including July 20, 2000, incorporated by reference from exhibit 1.1 to AMVESCAP’s annual report on Form 20-F for the year ended December 31, 2001 (file no. 001-13908) filed with the SEC on April 4, 2002.
3.2	Articles of Association of AMVESCAP PLC, adopted on April 30, 2003, as amended on April 29, 2004.
4.1	Indenture, dated as of December 14, 2004, among AMVESCAP PLC, A I M Advisors, Inc., A I M Management Group Inc., INVESCO Institutional (N.A.), Inc. and INVESCO North American Holdings, Inc. and SunTrust Bank, relating to AMVESCAP’s outstanding $300,000,000 of 4.500% Senior Notes due 2009 and AMVESCAP’s new 4.500% senior notes due 2009 issued hereunder.
4.2	Indenture, dated as of December 14, 2004, among AMVESCAP PLC, A I M Advisors, Inc., A I M Management Group Inc., INVESCO Institutional (N.A.), Inc. and INVESCO North American Holdings, Inc. and SunTrust Bank, relating to AMVESCAP’s outstanding $200,000,000 of 5.375% Senior Notes due 2009 and AMVESCAP’s new 5.375% senior notes due 2009 issued hereunder.
4.3	Registration Rights Agreement, dated as of December 14, 2004, by and between AMVESCAP PLC, A I M Management Group, Inc., A I M Advisors, Inc., INVESCO Institutional (N.A.), Inc., INVESCO North American Holdings, Inc. and Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, HSBC (USA) Inc., Deutsche Bank Securities Inc., UBS Securities LLC, and Wachovia Capital Markets, LLC, for themselves and as representatives for the Initial Purchasers.
4.4	Form of 4.500% Note Due 2009 (included in Exhibit 4.1).
4.5	Form of 5.375% Note Due 2014 (included in Exhibit 4.2).
4.6	Form of Note Guarantee made by A I M Management Group Inc., A I M Advisors, Inc., INVESCO Institutional (N.A.), Inc. and INVESCO North American Holdings, Inc. (relating to the 4.500% Senior Notes due 2009) (included in Exhibit 4.1)

II-1

Exhibit No.	Description of Exhibit
4.7	Form of Note Guarantee made by A I M Management Group Inc., A I M Advisors, Inc., INVESCO Institutional (N.A.), Inc. and INVESCO North American Holdings, Inc. (relating to the 5.375% Senior Notes due 2009) (included in Exhibit 4.2)
5.1	Opinion of Alston & Bird LLP.
5.2	Opinion of Linklaters.
5.3	Opinion of Erick R. Holt, Esq.
12	Statement re Computation of Ratios.
21	Subsidiaries of the Registrant.
23.1	Consent of Alston & Bird LLP (included in Exhibit 5.1).
23.2	Consent of Linklaters (included in Exhibit 5.2).
23.3	Consent of Erick R. Holt, Esq. (included in Exhibit 5.3).
23.4	Consent of Ernst & Young LLP.
23.5	Consent of Arthur Andersen (omitted pursuant to Rule 437a under the Securities Act).
24.1	Power of Attorney for the directors and officers of AMVESCAP PLC (included on page II-4 through II-5 hereof).
24.2	Powers of Attorney for the directors and officers of the Subsidiary Guarantors (included on pages II-6 through II-9 hereof).
25.1	Statement of Eligibility of the Trustee on Form T-1 (relating to the 4.500% Senior Notes due 2009).
25.2	Statement of Eligibility of the Trustee on Form T-1 (relating to the 5.375% Senior Notes due 2014).
99.1	Form of Letter of Transmittal and related documents to be used in conjunction with the exchange offer (relating to the 4.500% Senior Notes due 2009).
99.2	Form of Letter of Transmittal and related documents to be used in conjunction with the exchange offer (relating to the 5.375% Senior Notes due 2014).

Item 22. Undertakings

A.    Subsequent Documents Incorporated By Reference

The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

B.    Indemnification of Officers, Directors and Controlling Persons

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person of the registrant in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-2

C.    Information Requests

The undersigned registrant hereby undertakes (1) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of Form F-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means, and (2) to arrange or provide for a facility in the U.S. for the purpose of responding to such requests. The undertaking in clause (1) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on January 10, 2005.

AMVESCAP PLC
By:	/s/    Charles W. Brady
Name:	Charles W. Brady
Title:	Executive Chairman, Board of Directors; Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of AMVESCAP PLC hereby severally constitute James I. Robertson, Erick R. Holt and Jonathan J. Doyle and each of them individually, our true and lawful attorneys with full power to them, and each of them individually, to sign for us and in our names in the capacities indicated below, the registration statement filed herewith and any and all amendments to said registration statement, including any registration statement filed pursuant to Rule 462(b), and generally to do all such things in our names and in our capacities as officers and directors to enable AMVESCAP PLC to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signature as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 10, 2005:

Name	Title
/s/    Charles W. Brady Charles W. Brady	Executive Chairman, Board of Directors; Chief Executive Officer (principal executive officer)
Rex D. Adams	Non-Executive Director
/s/    Sir John Banham Sir John Banham	Non-Executive Director
/s/    Michael D. Benson The Hon. Michael D. Benson	Vice Chairman, Board of Directors
/s/    Joseph R. Canion Joseph R. Canion	Non-Executive Director
/s/    Thomas Fischer Dr. Thomas Fischer	Non-Executive Director
/s/    Robert H. Graham Robert H. Graham	Vice Chairman, Board of Directors

II-4

Name	Title
/s/    Denis Kessler Denis Kessler	Non-Executive Director
Edward P. Lawrence	Non-Executive Director
/s/    Bevis Longstreth Bevis Longstreth	Non-Executive Director
/s/    James I. Robertson James I. Robertson	Director; Chief Financial Officer (principal financial and accounting officer)
/s/    Stephen K. West Stephen K. West	Non-Executive Director

Authorized Representative in the United States:
/s/    James I. Robertson
Name:	James I. Robertson
Title:	Director; Chief Financial Officer

II-5

Pursuant to the requirements of the Securities Act of 1933, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on January 10, 2005.

A I M MANAGEMENT GROUP INC.
By:	/s/    Mark H. Williamson
Name:	Mark H. Williamson
Title:	Chief Executive Officer and President

KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of A I M Management Group, Inc. hereby severally constitute Mark H. Williamson and Dawn M. Hawley, and each of them individually, our true and lawful attorneys with full power to them, and each of them individually, to sign for us and in our names in the capacities indicated below, the registration statement filed herewith and any and all amendments to said registration statement, including any registration statement filed pursuant to Rule 462(b), and generally to do all such things in our names and in our capacities as officers and directors to enable A I M Management Group Inc. to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signature as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 10, 2005:

Name	Title
/s/    Mark H. Williamson Mark H. Williamson	Director, Chief Executive Officer and President (principal executive officer)
/s/    Kevin M. Carome Kevin M. Carome	Director
/s/    Robert H. Graham Robert H. Graham	Director
/s/    Dawn M. Hawley Dawn M. Hawley	Director; Senior Vice President and Chief Financial Officer (principal financial and accounting officer)
/s/    Gary L. Needles Gary L. Needles	Director

II-6

Pursuant to the requirements of the Securities Act of 1933, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on January 10, 2005.

A I M ADVISORS, INC.
By:	/s/    Mark H. Williamson
Name:	Mark H. Williamson
Title:	Chairman and President

KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of A I M Advisors, Inc. hereby severally constitute Mark H. Williamson and Dawn M. Hawley, and each of them individually, our true and lawful attorneys with full power to them, and each of them individually, to sign for us and in our names in the capacities indicated below, the registration statement filed herewith and any and all amendments to said registration statement, including any registration statement filed pursuant to Rule 462(b), and generally to do all such things in our names and in our capacities as officers and directors to enable A I M Advisors, Inc. to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signature as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 10, 2005:

Name	Title
/s/    Mark H. Williamson Mark H. Williamson	Director; Chairman and President (principal executive officer)
/s/    Kevin M. Carome Kevin M. Carome	Director
/s/    Dawn M. Hawley Dawn M. Hawley	Director; Senior Vice President and Chief Financial Officer (principal financial and accounting officer)

II-7

Pursuant to the requirements of the Securities Act of 1933, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on January 10, 2005.

INVESCO INSTITUTIONAL (N.A.), INC.
By:	/s/    John D. Rogers
Name:	John D. Rogers
Title:	President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of INVESCO Institutional (N.A.), Inc. hereby severally constitute John D. Rogers and David A. Hartley, and each of them individually, our true and lawful attorneys with full power to them, and each of them individually, to sign for us and in our names in the capacities indicated below, the registration statement filed herewith and any and all amendments to said registration statement, including any registration statement filed pursuant to Rule 462(b), and generally to do all such things in our names and in our capacities as officers and directors to enable INVESCO Institutional (N.A.), Inc. to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signature as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 10, 2005:

Name	Title
/s/    John D. Rogers John D. Rogers	Director; President and Chief Executive Officer (principal executive officer)
/s/    Hubert L. Harris Hubert L. Harris	Director
/s/    David A. Hartley David A. Hartley	Director; Chief Financial Officer (principal financial and accounting officer)

II-8

Pursuant to the requirements of the Securities Act of 1933, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on January 10, 2005.

INVESCO NORTH AMERICAN HOLDINGS, INC.
By:	/s/    Charles W. Brady
Name:	Charles W. Brady
Title:	Chairman, Board of Directors; President

KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of INVESCO North American Holdings, Inc. hereby severally constitute James I. Robertson, Erick R. Holt and Jeffrey Kupor, and each of them individually, our true and lawful attorneys with full power to them, and each of them individually, to sign for us and in our names in the capacities indicated below, the registration statement filed herewith and any and all amendments to said registration statement, including any registration statement filed pursuant to Rule 462(b), and generally to do all such things in our names and in our capacities as officers and directors to enable INVESCO North American Holdings, Inc. to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signature as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 10, 2005:

Name	Title
/s/    Charles W. Brady Charles W. Brady	Director
/s/    James I. Robertson James I. Robertson	Director; Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)

II-9

EX-3.2

Exhibit 3.2

The Companies Acts 1985 to 1989

Articles of Association of

AMVESCAP PLC

Public Company Limited by Shares

(Incorporated on 19 December 1935)

CONTENTS

CLAUSE		PAGE
PRELIMINARY		1
1.	Table A	1
2.	Interpretation	1
3.	Statutes	4
4.	Office	4
SHARE CAPITAL		4
5.	Authorised share capital	4
6.	Special Voting Share	4
7.	Rights attaching to shares	6
8.	Redemption and purchase of shares	6
9.	Purchase of shares	6
10.	Treasury shares	6
MODIFICATION OF RIGHTS		7
11.	Modification of class rights	7
12.	Issues of further shares	7
SHARES		7
13.	Payment of commission and brokerage	7
14.	Unissued shares	7
15.	Recognition of trusts	7
SHARE CERTIFICATES		8
16.	Uncertificated shares	8
17.	Share certificates and right to share certificates	8
18.	Share certificates of joint holders	9
19.	Replacement of share certificates	9
20.	Payment for share certificates	9
21.	Registration of holders	9
LIEN		9
22.	Lien on partly paid shares	9
23.	Enforcement of lien by sale	10
24.	Application of sale proceeds	10
TRANSFER OF SHARES		10
25.	Transfers of uncertificated shares	10
26.	Form of transfer	10
27.	Right to decline registration	10
28.	Further rights to decline registration	11
29.	Notice of refusal to register	11
30.	No fee for registration	11
31.	Suspension of registration	11
32.	Destruction of documents	12
33.	Renunciation of allotment	13
TRANSMISSION OF SHARES		13
34.	Transmission on death	13
35.	Person entitled by transmission	13
36.	Restrictions on election	13
37.	Rights of persons entitled by transmission	13

CALLS ON SHARES		14
38.	Calls	14
39.	Timing and payment of calls	14
40.	Liability of joint holders	14
41.	Interest due on non-payment of calls	14
42.	Deemed calls	14
43.	Power to differentiate between holders	14
44.	Payment of calls in advance	15
FORFEITURE OF SHARES		15
45.	Notice if call or instalment not paid	15
46.	Form of notice	15
47.	Forfeiture for non-compliance	15
48.	Notice after forfeiture	15
49.	Disposal of forfeited shares	15
50.	Continuing liability	16
51.	Statutory declaration	16
STOCK		16
52.	Conversion of stock and shares	16
53.	Transfer of stock	16
54.	Stockholders’ rights	17
55.	Application of Articles to stock	17
INCREASE OF CAPITAL		17
56.	Increase of share capital	17
57.	Application of Articles to new shares	17
ALTERATIONS OF CAPITAL		17
58.	Consolidation, sub-division and cancellation	17
59.	Reduction of share capital	18
60.	Fractions of shares	18
UNTRACED SHAREHOLDERS		18
61.	Power to sell shares	18
62.	Authority to effect sale	19
63.	Authority to cease sending cheques	19
GENERAL MEETING		20
64.	Annual general meeting	20
65.	Extraordinary general meetings	20
66.	Convening of extraordinary general meetings	20
NOTICE OF GENERAL MEETINGS		20
67.	Length and form of notice	20
68.	Short notice	20
69.	Right to attend and vote	21
70.	Omission or non-receipt of notice or proxy	21
71.	Postponement of general meetings	21
PROCEEDINGS AT GENERAL MEETINGS		21
72.	Quorum and procedure if quorum not present	21
73.	Arrangements for simultaneous attendance, security and orderly conduct	22
74.	Chairman of general meetings	23
75.	Adjournments	23
76.	Method for voting and demand for a poll; casting vote	23
VOTES OF MEMBERS		24
77.	Votes of members and joint holders	24
78.	Suspension of rights for non-payment of calls and non-disclosure of interests	24
79.	Joint holders	26
80.	Corporate representatives	27
81.	Mental disorder	27
82.	Objections to and errors in voting	27

83.	Voting on a poll	27
84.	Execution of proxies	27
85.	Appointment of proxies	27
86.	Rights of proxies	28
87.	Delivery of proxies	28
88.	Two or more appointments of proxy	28
89.	Validity of proxies	28
90.	Cancellation of proxy’s authority	29
91.	Written resolutions	29
DIRECTORS		29
92.	Number of Directors	29
93.	Alternate Directors	29
94.	Directors’ fees and expenses	30
95.	Additional remuneration	30
96.	Other interest of Directors	30
97.	Directors’ shareholding qualification	33
DISQUALIFICATION OF DIRECTORS		33
98.	Vacation of a Director’s office	33
POWERS AND DUTIES OF DIRECTORS		34
99.	Powers of the Company vested in the Directors	34
100.	Local boards	34
101.	Attorneys	34
102.	Official Seal	35
103.	Overseas branch register	35
104.	Signing of cheques etc	35
105.	Minutes	35
BORROWING POWERS		35
106.	Directors’ borrowing powers and restrictions on borrowing	35
PROCEEDINGS OF THE BOARD		38
107.	Board meetings and participation	38
108.	Quorum at Board meetings	38
109.	Notice of Board meetings	38
110.	Directors below minimum	39
111.	Appointment of Chairman and deputy-Chairman of meetings	39
112.	Board meetings	39
113.	Delegation of Board’s powers to committees	39
114.	Written resolution of Directors	40
115.	Validity of Directors’ acts	40
ROTATION OF BOARD		40
116.	Retirement from the Board	40
117.	Election to the Board	40
118.	Appointment of Directors by separate resolution	40
119.	Persons eligible for appointment	40
120.	Automatic re-election	41
121.	Increase and reduction in number of Directors	41
122.	Casual vacancies and additional powers of Directors – powers of the Company	41
123.	Casual vacancies and additional Directors – powers of Directors	41
124.	Power of removal by ordinary resolution	41
125.	Appointment of replacement Director	41
MANAGING AND EXECUTIVE DIRECTORS		42
126.	Appointment of executive Directors	42
127.	Powers of Executive Directors	42
SECRETARY		42
128.	Appointment and removal of the Secretary	42
129.	Assistant or Deputy Secretary	43

130.	Capacity	43
PENSIONS AND ALLOWANCES		43
131.	Power to award pensions, annuities, etc.	43
132.	Power to purchase and maintain insurance	43
THE SEAL		44
133.	Use of seal	44
DIVIDENDS		44
134.	Declarations of dividends by Company	44
135.	Calculation of dividends	44
136.	Payment of interim and fixed dividends by the Board	45
137.	Deductions of amounts due on shares and waiver of dividends	45
138.	Interest	45
139.	Forfeiture of dividends	45
140.	Payment procedure	45
141.	Dividends other than in cash	46
142.	Establishment of reserve	46
143.	Waiver of dividend	46
CAPITALISATION OF PROFITS		47
144.	Power to capitalise	47
145.	Authority required	47
146.	Provision for fractions etc.	47
ACCOUNTS		48
147.	Accounting records to be kept	48
148.	Location of accounting records	48
149.	Power to extend inspection to Members	48
150.	Inspection of accounting records	48
AUDIT		48
151.	Appointment of Auditors	48
NOTICES		49
152.	Service of notice	49
153.	Members resident abroad	49
154.	Curtailment of postal service	49
155.	Notice deemed served	49
156.	Service of notice on persons entitled by transmission	50
157.	Persons entitled to receive notice	50
ELECTRONIC COMMUNICATIONS		50
158.	Electronic Communication	50
159.	Signature of documents	51
WINDING-UP		52
160.	Distribution of assets	52
INDEMNITY		52
161.	Indemnity of officers	52

Company No. 308372

THE COMPANIES ACT 1985 to 1989

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

- of -

AMVESCAP PLC

(Adopted by Special Resolution passed on

30 April 2003 and as amended by Special Resolution passed on 29 April 2004)

PRELIMINARY

1. Table A

The regulations in Table A in the Schedule to the Companies (Tables A to F) Regulations 1985 and in any Table A applicable to the Company under any former enactment relating to companies shall not apply to the Company except in so far as they are repeated or contained in these Articles.

2. Interpretation

In these Articles, if not inconsistent with the subject or context:

the words standing in the first column of the following table shall bear the meaning set opposite to them respectively in the second column thereof.

WORD	MEANINGS
“Act”	Means the Companies Act 1985 (as amended by the Companies Act 1989);
“address”	Shall, in any case where Electronic Communication is expressly permitted pursuant to these Articles, include any number or address used for the purpose of such Electronic Communication (including, in the case of any uncertificated proxy instruction permitted under Article 87, an identification number of a participant in the relevant system) but, in any other case, shall not include any number or address used for such purpose;

1

“Articles”	Means these Articles of Association as now framed or as from time to time altered by special resolution;
“Auditors”	Means the auditors for the time being of the Company;
“Board”	Means the Board of Directors of the Company or the Directors present at a duly convened meeting of Directors (or duly authorised committee thereof) at which a quorum is present;
“clear days’ notice”	Means that the notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given or on which it is to take effect;
“communication”	Shall, where the context so admits, have the same meaning as in the Electronic Communications Act 2000;
“Debentures”	Means the 6 per cent. equity subordinated debentures of C$1000 principal amount each issued by Exchangeco and convertible into Exchangeable Shares;
“Directors”	Means the directors for the time being of the Company, or, as the case may be, the board of directors for the time being of the Company or the persons present at a duly convened meeting of the board of directors or any duly authorised committee thereof at which a quorum is present;
“Electronic Communication”	Means the same as in the Electronic Communications Act 2000;
“Exchangeco”	Means AMVESCAP Inc. a corporation incorporated under the laws of the province of Nova Scotia in Canada and an indirect wholly owned subsidiary of the Company;
“Exchangeable Shares”	Means shares issued or to be issued from time to time by Exchangeco which are exchangeable on a one for one basis into Ordinary Shares of the Company;
“in writing”	Means written or produced by any substitute for writing, or partly written and partly so produced including (without prejudice) printing, lithography, typewriting, photography, Electronic Communication, and other modes of representing or reproducing words in visible form;
“London Stock Exchange”	Means London Stock Exchange plc;
“Member”	Means a member of the Company;
“month”	Means calendar month;

2

“Office”	Means the registered office for the time being of the Company;
“paid up”	Means paid up or credited as paid up;
“Prescribed Rate”	Means an annual rate of interest equal to two per cent. above the Base Lending Rate (or any equivalent thereof or successor thereto) published from time to time by a clearing bank in London selected by the Board from time to time being the Base Lending Rate in effect at the close of business in London on the date immediately preceding the day on which such rate falls to be determined;
“Register”	Means the Register of Members of the Company;
“Regulations”	Means the Uncertificated Securities Regulations 2001;
“relevant system”	Means the computer-based system and procedures which enable title to shares to be evidenced and transferred without a written instrument and which facilitate supplementary and incidental matters in accordance with the Regulations;
“Seal”	Means the Common Seal of the Company;
“the Statutes”	Means every United Kingdom statute (including any orders, regulations or other subordinate legislation made under it) from time to time in force concerning companies insofar as it applies to the Company;
“United Kingdom”	Means Great Britain and Northern Ireland;

Words importing the singular number only shall include the plural number and vice versa;

Words importing the masculine gender only shall include the feminine gender;

Words importing persons shall include corporations;

The expressions “debenture” and “debenture holder” shall include debenture stock and debenture stockholder;

The expression “the Secretary” shall include a temporary or assistant Secretary and any person appointed by the Board to perform any of the duties of the Secretary;

The expression “dividend” shall include bonus;

3

Reference to any provision of any Statute shall extend to and include any amendment or re-enactment of or substitution for the same effected by any subsequent Statute; and

Anything which may be done by or with the sanction of an ordinary resolution may also be done by or with the sanction of a special resolution.

3. Statutes

Subject to the last preceding Article, any words or expressions defined in the Statutes shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

4. Office

The Office shall be at such place in England or Wales as the Board shall from time to time appoint.

SHARE CAPITAL

5. Authorised share capital

The authorised share capital of the Company at the date of the adoption of these Articles is £262,500,000 divided into 1,049,999,999 Ordinary Shares of 25 pence each and one Special Voting Share of 25 pence (the “Special Voting Share”).

6. Special Voting Share

The following provisions of this Article 6 contain the rights, privileges, and restrictions attaching to the Special Voting Share and all the other provisions of these Articles are to be read and construed subject to them:

6.1 The Special Voting Share shall not carry any right to receive dividends or distributions;

6.2 The holder of the Special Voting Share shall have the right to receive notice of and to attend and vote at any general meeting of the Company as follows:

(a) On a show of hands, the holder of the Special Voting Share, or its proxy, shall have one vote in addition to any votes which may be cast by a holder of Exchangeable Shares (other than the Company and its subsidiaries) (a “Beneficiary”) (or its nominee) on such show of hands as proxy for the holder of the Special Voting Share in accordance with Article 6.2(d) below;

(b) On a poll, the holder of the Special Voting Share shall have one vote for every four Exchangeable Shares then outstanding:

(i) that are owned by Beneficiaries; and

(ii) as to which the holder of the Special Voting Share confirms to the Company that it has received voting instructions from the Beneficiaries. Votes may be

4

given either personally or by proxy and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

(c) The holder of the Special Voting Share shall be entitled to demand that a poll be taken on any resolution, whether before or after a show of hands, and to this extent Article 76.1 is amended and varied.

(d) If so instructed by a Beneficiary, the holder of the Special Voting Share shall appoint that Beneficiary, or such other person as that Beneficiary nominates, as proxy to attend and to exercise personally in place of the holder of the Special Voting Share:

(i) on a poll, one vote for every four Exchangeable Shares held by the Beneficiary, and

(ii) on a show of hands one vote (the “Beneficiary Votes”). A proxy need not be a Member of the Company. A Beneficiary (or his nominee) exercising his Beneficiary Votes shall have the same rights as the holder of the Special Voting Share to speak at the meeting in favour of any matter and to vote on a show of hands or on a poll in respect of any matter proposed, and to this extent Article 77 is amended and varied.

6.3 The holder of the Special Voting Share may, by service of notice by the Company, be required to require any Beneficiary or any person whom the holder of the Special Voting Share and/or Exchangeco know or have reason to believe holds any interest whatsoever in an Exchangeable Share to confirm to the Company that fact or to give to the Company such details as to who holds an interest in such Exchangeable Share as would be required if the Exchangeable Shares were Ordinary Shares and that the Beneficiary had been duly served with a notice under section 212 of the Companies Act 1985 (as amended) as referred to in Article 78.2. If the Beneficiary fails to respond within the prescribed period then the provisions of Article 78.2 shall apply to that Beneficiary.

6.4 Subject as aforesaid, or except as otherwise required by applicable law, the Special Voting Share and the Ordinary Shares shall constitute one class.

6.5 In the event of voluntary or involuntary liquidation, dissolution or winding up of the Company, the holder of the Special Voting Share shall be entitled to receive out of the assets of the Company available for distribution to the shareholders of the Company, an amount equal to 25 pence before any distribution is made on the Ordinary Shares or any other shares ranking junior to the Special Voting Share as to distribution of assets upon voluntary or involuntary liquidation. After payment of such amount the holder of the Special Voting Share shall not be entitled to any further participation in any distribution of assets of the Company.

6.6 The Special Voting Share shall not be subject to redemption by the Company or at the option of its holder, except that at such time as no Exchangeable Shares (other than Exchangeable Shares owned by the Company or its subsidiaries) and no Debentures shall be outstanding, the Special Voting Share shall automatically be redeemed and cancelled, with an amount of 25 pence due and payable under such redemption, and the Board is hereby authorised to take all (if any) such steps as may be necessary or desirable to effect such redemption and cancellation.

5

6.7 The Special Voting Share shall rank senior to all Ordinary Shares.

6.8 The Company may not, without the consent of the holder of the Special Voting Share, issue any special voting shares in addition to the Special Voting Share and no other term of the Special Voting Share shall be amended, except with the approval of the holder of the Special Voting Share.

7. Rights attaching to shares

Without prejudice to any special rights conferred on the holders of any shares or class of shares, any share in the Company may be issued with or have attached thereto such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Company may from time to time by ordinary resolution determine (or, in the absence of any such determination, as the Board may determine).

8. Redemption and purchase of shares

Subject to the provisions of the Statutes any shares may be issued on the terms that they are, or at the option of the Company or holders thereof are to be liable, to be redeemed on such terms and in such manner as may be provided by these Articles.

9. Purchase of shares

Subject to the provisions of the Statutes, the Company may purchase, or may enter into a contract under which it will or may purchase, any of its own shares of any class (including any redeemable shares) but so that if there shall be in issue any shares which are admitted to the official list maintained by the UK Listing Authority and which are convertible into equity share capital of the Company of the class proposed to be purchased, then the Company shall not purchase, or enter into a contract under which it will or may purchase, such equity shares unless either:

(a) the terms of issue of such convertible shares include provisions permitting the Company to purchase its own equity shares or providing for adjustment to the conversion terms upon such a purchase; or

(b) the purchase, or the contract, has first been approved by an extraordinary resolution passed at a separate meeting of the holders of such convertible shares.

10. Treasury shares

The Company may not exercise any right in respect of treasury shares held by it, including any right to attend or vote at meetings, to participate in any offer by the Company to shareholders or to receive any distribution (including in a winding-up), but without prejudice to its right to sell the treasury shares, to receive an allotment of shares as fully paid bonus shares in respect of the treasury shares or to receive any amount payable on redemption of any redeemable treasury shares.

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MODIFICATION OF RIGHTS

11. Modification of class rights

Subject to the provisions of Statutes, all or any of the special rights and privileges for the time being attached to any class of shares for the time being issued may from time to time (either whilst the Company is a going concern or during or in contemplation of a winding-up) be altered or abrogated with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of such class of shares. To any such separate general meeting all the provisions of these Articles as to general meetings of the Company shall mutatis mutandis apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy not less than one-third in nominal value of the issued shares of the class (excluding any shares of that class held in treasury shares) and that any holder of shares of the class shall be entitled on a poll to one vote for every such share of the class held by him, and that, if at any adjourned meeting of such holders a quorum as above defined be not present, those of such holders who are present shall be a quorum.

12. Issues of further shares

The special rights conferred on the holders of any shares or class of shares shall not unless expressly provided by the terms and conditions from time to time attached to such shares be deemed to be altered by the creation of or issue of further shares ranking in priority to or pari passu therewith.

SHARES

13. Payment of commission and brokerage

The Company may exercise the powers of paying commissions conferred by the Statutes to the full extent thereby permitted. Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.

14. Unissued shares

Save as otherwise provided in the Statutes or in these Articles all unissued shares (whether forming part of the original or any increased capital) shall be at the disposal of the Board who may (subject to the provisions of the Statutes) allot, grant options over, offer or otherwise deal with or dispose of them to such persons at such times and generally on such terms and conditions as they may determine.

15. Recognition of trusts

Except as ordered by a Court of competent jurisdiction or as required by law or these Articles, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or any other right in respect of any share except an absolute right to the entirety thereof in the registered holder.

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SHARE CERTIFICATES

16. Uncertificated shares

16.1 Unless otherwise determined by the Board and permitted by the Regulations, no person shall be entitled to receive a certificate in respect of any share for so long as the title to that share is evidenced otherwise than by a certificate and for so long as transfers of that share may be made otherwise than by a written instrument by virtue of the Regulations. Notwithstanding any provisions of these Articles, the Board shall have power to implement any arrangements it may, in its absolute discretion, think fit in relation to the evidencing of title to and transfer of an uncertificated share (subject always to the Regulations and the facilities and requirements of the relevant system concerned). No provision of these Articles shall apply or have effect to the extent that it is in any respect inconsistent with the holding of shares in uncertificated form.

16.2 Conversion of a certificated share into an uncertificated share, and vice versa, may be made in such manner as the Board may, in its absolute discretion, think fit (subject always to the Regulations and the facilities and requirements of the relevant system concerned).

16.3 The Company shall enter on the Register how many shares are held by each Member in uncertificated form and in certificated form and shall maintain the Register in each case as required by the Regulations and the relevant system concerned. Unless the Board otherwise determines, holdings of the same holder or joint holders in certificated form and uncertificated form shall be treated as separate holdings.

16.4 A class of share shall not be treated as two classes by virtue only of that class comprising both certificated shares and uncertificated shares or as a result of any provision of these Articles or the Regulations which applies only in respect of certificated or uncertificated shares.

16.5 The Company shall be entitled, in accordance with regulation 32(2)(c) of the Regulations, to require the conversion of an uncertificated share into certificated form to enable it to deal with that share in accordance with any provision in these Articles, including in particular, Articles 60 to 63, and 78.

16.6 The provisions of Articles 17 to 21 inclusive shall not apply to uncertificated shares.

17. Share certificates and right to share certificates

17.1 Subject to Article 17.2 below, the certificates of title to shares shall be issued under the Seal or under the official seal kept by the Company by virtue of Section 40 of the Companies Act 1985 and shall specify the number and class and the distinguishing number (if any) of the shares to which it relates and the amount paid up thereon. No certificate shall be issued relating to shares of more than one class.

17.2 Subject to the provisions of the Statutes and the regulations of The London Stock Exchange, the Board may by resolution decide, either generally or in any particular case or cases, that certificates of title to shares need not be issued under a seal.

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17.3 Every person (other than a recognised clearing house within the meaning of the Financial Services and Markets Act 2000) or a nominee of a recognised clearing house or of a recognised investment exchange (within the meaning of the Financial Services and Markets Act 2000) whose name is entered as a Member in the Register shall be entitled, without payment, to receive within two months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) one certificate for all the shares registered in his name or, in the case of shares of more than one class being registered in his name, a separate certificate for each class of shares so registered, and where a Member transfers part of the shares of any class registered in his name the old certificate shall be cancelled and, to the extent the balance is to be held in certificated form, he shall be entitled without payment to one new certificate for the balance of shares of that class retained by him. If a Member shall require additional certificates he shall pay for each additional certificate such reasonable sum (if any) as the Board may determine. The Board may, by resolution, disapply the provisions of this Article and Article 19 below to the extent permitted by the Statutes and the regulations of The London Stock Exchange.

18. Share certificates of joint holders

In respect of shares of the class held jointly by more than one person the Company shall not be bound to issue more than one certificate, and delivery of a certificate for such shares to the person first named on the Register in respect of such shares shall be sufficient delivery to all such holders.

19. Replacement of share certificates

If a share certificate be defaced, lost or destroyed it may be replaced upon request and on such terms (if any) as to evidence and indemnity (with or without security) as the Board may think fit and, in the case of defacement, on delivery of the old certificate to the Company. In respect of shares jointly held by more than one person, any one of the joint holders may make such request.

20. Payment for share certificates

Every certificate issued under the last preceding Article shall be issued without payment but there shall be paid to the Company any exceptional out-of-pocket expenses of the Company in connection with the request as the Board thinks fit and a sum equal to the costs incurred by the Company of any such indemnity or security as is referred to in that Article.

21. Registration of holders

The Company shall not be bound to register more than four persons as the holders of any share.

LIEN

22. Lien on partly paid shares

The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys, whether presently payable or not, called or payable at a fixed time in respect of such share but the Board may at any time waive any lien which has arisen and may

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declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a share shall extend to all dividends payable thereon.

23. Enforcement of lien by sale

The Company may sell, in such manner as the Board may think fit, any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen days after a notice in writing stating and demanding payment of the sum presently payable and giving notice of the intention to sell in default shall have been given to the holder for the time being of the share or to the person entitled by reason of his death or bankruptcy to the share.

24. Application of sale proceeds

The net proceeds of sale, after payment of the costs thereof, shall be received by the Company and applied in or towards payment or satisfaction of the sum in respect whereof the lien exists so far as the same is presently payable, and any residue shall (subject to a like lien for sums not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the time of the sale. For giving effect to any such sale the Board may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

TRANSFER OF SHARES

25. Transfers of uncertificated shares

All transfers of uncertificated shares shall be made in accordance with and be subject to the provisions of the Regulations and the facilities and requirements of the relevant system and, subject thereto, in accordance with any arrangements made by the Board pursuant to Article 16.1.

26. Form of transfer

26.1 All transfers of certificated shares shall be effected by instrument in writing in any usual or common form or in any other form which the Board may approve.

26.2 The instrument of transfer of any share (whether certificated or uncertificated) shall be signed by or on behalf of the transferor, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof: Provided that in the case of a partly paid share (including a share in respect of which the whole of any premium payable under the terms of its allotment has not become payable and been paid) the instrument of transfer must also be signed by or on behalf of the transferee.

27. Right to decline registration

The Board may, in its absolute discretion and without assigning any reason therefor, decline to register any transfer of shares (which is not a fully paid share (whether certificated or

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uncertificated)) provided that the refusal does not prevent dealings in the shares in the Company from taking place on an open and proper basis.

28. Further rights to decline registration

In relation to a certificated share, the Board may also decline to recognise any instrument of transfer unless:

28.1 The instrument of transfer is lodged with the Company accompanied by a certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); provided that in the case of a transfer of shares in certificated form by a recognised clearing house (within the meaning of the Financial Services and Markets Act 2000) or a nominee of a recognised clearing house or of a recognised investment exchange (within the meaning of the Financial Services and Markets Act 2000) the lodgement of share certificates will only be necessary if and to the extent that certificates have been issued in respect of the shares in question; and

28.2 The instrument of transfer is in respect of only one class of share.

29. Notice of refusal to register

If the Board refuses to register a transfer it shall, in the case of certificated shares, within two months after the date on which the instrument of transfer was lodged with the Company, send to the transferee notice of the refusal and (except in the case of fraud) return to him the instrument and shall, in the case of uncertificated shares, notify such person as may be required by the Regulations and the requirements of the relevant system concerned. All instruments of transfer which are registered may be retained by the Company.

30. No fee for registration

No fee shall be charged on the registration of any transfer, probate, letters of administration, certificate of death or marriage, power of attorney, stop notice or other instrument relating to or affecting the title to any share or otherwise for making any entry in the Register affecting title to any shares.

31. Suspension of registration

The transfer books and the Register and any register of holders of debentures of the Company may, upon giving such notice as is required by the Statutes (if any), be closed at such time or times and for such period as the Board shall deem expedient (and either generally or in respect of any class of shares) except that, in respect of any shares which are uncertificated shares, the Register shall not be closed without the consent of the operator of the relevant system and provided that the same be not closed for any greater period in the whole than thirty days in any year.

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32. Destruction of documents

Subject to compliance with the rules (as defined in the Regulations) applicable to shares of the Company in uncertificated form, the Company shall be entitled to destroy:

32.1 All instruments of transfer or other documents which have been registered or on the basis of which any entry in the Register of Members was made at any time after the expiration of six years from the date of registration thereof;

32.2 Any dividend mandate or any variation or cancellation thereof or any notification of change of name or address (which shall include, in relation to Electronic Communications, any number or address used for the purposes of such communications) at any time after the expiration of two years from the date of recording thereof; and

32.3 Any share certificate which has been cancelled, at any time after the expiration of one year from the date of such cancellation;

and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made, that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered, that every share certificate so destroyed was a valid certificate duly and properly cancelled and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company, provided always that:

(a) the provisions aforesaid shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to any claim (regardless of the parties thereto);

(b) nothing contained in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (a) above are not fulfilled;

(c) any document referred to above may, subject to the Statutes, be destroyed before the end of the relevant period so long as a copy of such document (whether made electronically, by microfilm, by digital imaging or by any other means) has been made and is retained until the end of the relevant period;

(d) references in this Article to the destruction of any document include references to its disposal in any manner; and

(e) references in this Article to instruments of transfer shall include, in relation to uncertificated shares, instructions and/or notifications made in accordance with the relevant system concerned relating to the transfer of such shares.

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33. Renunciation of allotment

The Board may at any time after the allotment of any share but before any person has been entered in the Register as the holder:

(a) recognise a renunciation thereof by the allottee in favour of some other person and accord to any allottee of a share a right to effect such renunciation; and/or

(b) allow the rights represented thereby to be one or more participating securities under the Regulations,

in each case upon and subject to such terms and conditions as the Board may think fit to impose.

TRANSMISSION OF SHARES

34. Transmission on death

In the case of the death of a Member the survivor or survivors, where the deceased was a joint holder, and the executors or administrators of the deceased, where he was a sole holder or only surviving holder, shall be the only persons recognised by the Company as having any title to his shares, but nothing herein contained shall release the estate of a deceased Member from any liability in respect of any share jointly held by him with other persons.

35. Person entitled by transmission

Any person becoming entitled to a share in consequence of the death or bankruptcy of a Member may, upon such evidence being produced as may from time to time be required by the Board and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof.

36. Restrictions on election

If any person so becoming entitled shall elect to be registered himself he shall deliver or send to the Company a notice in writing signed by him, stating that he so elects. If he shall elect to have another person registered he shall testify his election by executing a transfer of such share to that person. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer executed by such Member.

37. Rights of persons entitled by transmission

A person becoming entitled to a share in consequence of the death or bankruptcy of a Member shall, upon supplying to the Company such evidence as the Board may reasonably require to show his title to the share, be entitled to receive and may give a discharge for any dividends or other moneys payable in respect of the share, but he shall not be entitled in respect of the share to receive notices of or to attend or vote at general meetings of the Company or, save as aforesaid, to exercise in respect of the share any of the rights or privileges of a Member until he shall have become registered as the holder thereof provided always that the Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within sixty days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with.

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CALLS ON SHARES

38. Calls

The Board may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal amount of the shares or by way of premium) subject to the terms of allotment thereof made payable at fixed times provided that no call shall be payable at less than one month from the date fixed for payment of the last previous call and each Member shall (subject to the Company giving to him at least fourteen days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed in whole or part as the Board may determine.

39. Timing and payment of calls

A call may be made payable by instalments and shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed.

40. Liability of joint holders

The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

41. Interest due on non-payment of calls

If a sum called in respect of a share is not paid before or on the day appointed for payment thereof the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate, not exceeding the Prescribed Rate, as the Board may determine, and all expenses that may have been incurred by the Company by reason of such non-payment, but the Board shall be at liberty to waive payment of such interest and expenses wholly or in part.

42. Deemed calls

Any sum which, by the terms of issue of a share, becomes payable on allotment or at any fixed date, whether on account of the nominal amount of the share or by way of premium, shall for all the purposes of these Articles be deemed to be a call duly made and payable on the date on which, by the terms of issue, the same becomes payable, and in the case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

43. Power to differentiate between holders

The Board may make arrangements on the issue of shares for a difference between the holders in the amount of calls to be paid and the times of payment.

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44. Payment of calls in advance

The Board may, if it thinks fit, receive from any Member willing to advance the same all or any part of the moneys (whether on account of the nominal value or premium) uncalled and unpaid upon any shares held by him, but any Member making any such advance shall not be entitled to receive interest thereon and, save as provided by the terms of issue of shares, for the purposes of Articles 26, 27, 77, 78 and 136 account shall be taken of any amount paid up on a share in advance of a call or the date upon which sum premium or other payment is payable.

FORFEITURE OF SHARES

45. Notice if call or instalment not paid

If a Member fails to pay any call or instalment of a call on or before the day appointed for payment thereof, the Board may at any time thereafter during such time as any part of such call or instalment remains unpaid serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and expenses incurred by the Company by reason of such non-payment.

46. Form of notice

The notice shall name a further day (not being less than fourteen days from the date of the notice) on or before which and the place where the payment required by the notice is to be made and shall state that in the event of non-payment at or before the time and at the place appointed the shares in respect of which such call or instalment is payable will be liable to be forfeited. The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references herein to forfeiture shall include surrender.

47. Forfeiture for non-compliance

If the requirements of any such notice as aforesaid be not complied with, any share in respect of which such notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture. Forfeiture shall be deemed to occur at the time of the passing of the said resolution of the Board.

48. Notice after forfeiture

When any share has been forfeited, notice of the forfeiture shall forthwith be given to the holder of the share or the person entitled to the share by reason of the death or bankruptcy of the holder (as the case may be), and an entry of the forfeiture, with the date thereof, shall forthwith be made in the Register, but no forfeiture shall be in any manner invalidated by any omission or neglect to make such entry or give such notice as aforesaid.

49. Disposal of forfeited shares

A forfeited share shall be deemed to be the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was, before forfeiture, the holder

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thereof or entitled thereto or to any other person and either subject to or discharged from calls made or instalments due prior to the forfeiture upon such terms and in such manner as the Board shall think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Board may think fit provided that the Company shall not exercise any voting rights in respect of such share and any such share not disposed of in accordance with the foregoing within a period of three years from the date of its forfeiture shall thereupon be cancelled in accordance with the provisions of the Statutes. For the purpose of giving effect to any such sale or other disposition the Board may authorise some person to transfer the share so sold or otherwise disposed of to the purchaser thereof or other person becoming entitled thereto.

50. Continuing liability

A Member whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares and shall, in the case of certificated shares, surrender to the Company for cancellation the certificate for such shares. Such Member shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares with interest thereon at such rate as the Board may determine, not exceeding the Prescribed Rate, from the date of forfeiture until payment. The Board may, if it thinks fit, waive the payment of such interest or any part thereof.

51. Statutory declaration

A statutory declaration in writing that the declarant is a Director or the Secretary of the Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration (if any) given for the share on the sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the same is sold or disposed of, and he shall thereupon be registered as the holder of the share and shall not be bound to see the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

STOCK

52. Conversion of stock and shares

53. The Company may from time to time by ordinary resolution convert any paid up shares into stock of the same class and may re-convert any stock into paid up shares of the same class and of any denomination.Transfer of stock

The holders of stock may transfer the same or any part thereof in the same manner and subject to the same regulations as and subject to which the shares from which the stock arose might previously to conversion have been transferred or as near thereto as circumstances admit. The Board may from time to time fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of such minimum, but the minimum shall not exceed the nominal amount of the share from which the stock arose.

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54. Stockholders’ rights

The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, voting at general meetings of the Company and other matters as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and in assets on a winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred such privilege or advantage.

55. Application of Articles to stock

All such of the provisions of these Articles as are applicable to paid up shares shall apply to stock, and the words “share” and “shareholder” herein shall include “stock” and “stockholder”.

INCREASE OF CAPITAL

56. Increase of share capital

The Company may from time to time by ordinary resolution increase its capital by such sum to be divided into shares of such amounts as the resolution shall prescribe.

57. Application of Articles to new shares

The new shares shall be subject to all the provisions of these Articles with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise.

ALTERATIONS OF CAPITAL

58. Consolidation, sub-division and cancellation

The Company may from time to time by ordinary resolution:

58.1 consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

58.2 sub-divide its shares or any of them into shares of smaller amount than is fixed by the Memorandum of Association,

provided that:

(a) in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of a share from which the reduced share is derived; and

(b) the resolution whereby any share is sub-divided may determine that as between the holders of the shares resulting from such sub-division one or more of the shares may have any such preferred or other special rights over, or may have such qualified or deferred rights or be subject to any such restrictions as compared with, the other or others as the Company has power to attach to unissued or new shares; and

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58.3 cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

59. Reduction of share capital

The Company may also by special resolution reduce its share capital and any capital redemption reserve or any share premium account in any manner and with and subject to any incident authorised and consent required by law.

60. Fractions of shares

Subject to any direction by the Company in general meeting, whenever as the result of any exercise of any options or warrants to subscribe for Ordinary Shares in the Company or as the result of any consolidation or sub-division and consolidation of shares or any issue of shares in connection with the capitalisation of profits Members of the Company are entitled to any issued shares of the Company in fractions, the Board may deal with each of such fractions as they shall determine and in particular may provide that fractions are disregarded or that the benefit of fractions shall accrue to the Company or may sell the shares to which Members are so entitled in fractions for the best price reasonably obtainable and pay and distribute to and amongst the Members entitled to such shares in due proportion the net proceeds of the sale thereof or retain such net proceeds for the benefit of the Company. For the purpose of giving effect to any such sale the Board may, in respect of certificated shares, nominate some person to execute a transfer of the shares sold on behalf of the Members so entitled, or, in respect of uncertificated shares, nominate any person to transfer such shares in accordance with the facilities and requirements of the relevant system concerned or make such other arrangements as are compatible with the relevant system concerned or, in either case, in accordance with the directions of the buyer thereof and may cause the name of the transferee(s) to be entered in the Register as the holder(s) of the shares comprised in any such transfer, and such transferee(s) shall not be bound to see to the application of the purchase money nor shall such transferee(s)’ title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. For the purposes of this Article, any shares representing fractional entitlements to which any Member would, but for this Article, become entitled may be issued in certificated form or uncertificated form.

UNTRACED SHAREHOLDERS

61. Power to sell shares

The Company shall be entitled to sell, at the best price reasonably obtainable at the time of sale, any share of a Member or any share to which a person is entitled by transmission if and provided that:

61.1 for a period of 12 years prior to the date of publication of the advertisement in Article 61.2 below no cheque, warrant or order sent by the Company in the manner authorised by these Articles in respect of the share in question has been cashed and no communication has been received by the Company from the Member or the person entitled by transmission; provided that, in such period of 12 years, at least three dividends whether interim or final on or in respect of the share in question have become payable and no such dividend during that period has been claimed; and

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61.2 the Company has, on or after expiration of the said period of 12 years, by advertisement in both a national newspaper and a newspaper circulating in the area in which the last known address of the Member or the address at which service of notices may be effected in the manner authorised in accordance with the provisions of these Articles is located, given notice of its intention to sell such share (but such advertisements need not refer to the names of the holder(s) of the share or identify the share in question); and

61.3 the Company has not, during the further period of three months after the publication of such advertisements and prior to the exercise of the power of sale, received any communication from the Member or person entitled by transmission.

62. Authority to effect sale

To give effect to any sale pursuant to the previous Article, the Directors may authorise any person to execute as transferor an instrument of transfer of the said share and such instrument of transfer shall be as effective as if it had been executed by the registered holder of, or person entitled by transmission to, such share. The transferee shall not be bound to see to the application of the purchase monies and the title of the transferee shall not be affected by any irregularity or invalidity in the proceedings relating thereto. The net proceeds of sale shall belong to the Company which shall be obliged to account to the former Member or other person previously entitled as aforesaid for an amount equal to such proceeds and shall enter the name of such former Member or other person in the books of the Company as a long term debt for such amount. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company (if any)) as the Directors may from time to time think fit.

63. Authority to cease sending cheques

If either:

63.1 on two consecutive occasions cheques, warrants or orders in payment of dividends or other monies payable in respect of any share have been sent through the post or otherwise in accordance with the provisions of these Articles but have been returned undelivered or left uncashed during the periods for which the same are valid or any transfer by bank or other funds transfer system has not been satisfied; or

63.2 following one such occasion reasonable enquiries have failed to establish any new address of the registered holder;

the Company need not thereafter despatch further cheques, warrants or orders and need not thereafter transfer any sum (as the case may be) in payment of dividends or other monies payable in respect of the share in question until the Member or other person entitled thereto shall have communicated with the Company and supplied in writing to the Office an address for the purpose.

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GENERAL MEETING

64. Annual general meeting

The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and not more than fifteen months shall elapse between the date of one annual general meeting of the Company and that of the next. The annual general meeting shall be held at such time and place as the Board shall appoint.

65. Extraordinary general meetings

All general meetings other than annual general meetings shall be called extraordinary general meetings.

66. Convening of extraordinary general meetings

The Board may, whenever it thinks fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition (and for a date not later than eight weeks after receipt of the requisition) or, in default, may be convened by such requisitionists as provided by the Statutes. If at any time there are not within the United Kingdom sufficient Directors capable of acting to form a quorum, any Director or any two Members of the Company may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Board.

NOTICE OF GENERAL MEETINGS

67. Length and form of notice

An annual general meeting and a meeting called for the passing of a special resolution shall be called by twenty-one days’ notice in writing or by Electronic Communication at the least, and a meeting other than an annual general meeting or a meeting for the passing of a special resolution shall be called by fourteen days’ notice in writing or by Electronic Communication at the least. The notice period shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting, and the general nature of the business to be considered at the meeting. The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to pass a special or extraordinary resolution shall specify the intention to propose the resolution as a special or extraordinary resolution as the case may be. Notice of every general meeting shall be given in the manner hereinafter mentioned to such persons as are, in accordance with the provisions of these Articles, entitled to receive such notices from the Company, and also to the Auditors for the time being of the Company.

68. Short notice

68.1 A meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in the last preceding Article, be deemed to have been duly called if it is so agreed:

68.2 in the case of a meeting called as the annual general meeting by all the Members entitled to attend and vote thereat; and

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68.3 in the case of any other meeting, by a majority in number of the Members having a right to attend and vote at the meeting, being a majority together holding not less than 95 per cent in nominal value of the shares giving that right.

69. Right to attend and vote

In every notice calling a meeting there shall appear with reasonable prominence a statement that a Member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him and that a proxy need not also be a Member.

70. Omission or non-receipt of notice or proxy

The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out with the notice) the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or such instrument of proxy by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

71. Postponement of general meetings

If the Directors, in their absolute discretion, consider that it is impractical or unreasonable for any reason to hold a general meeting on the date or at the time or place specified in the notice calling the general meeting, they may postpone the general meeting to another date, time and/or place. When a meeting is so postponed, notice of the date, time and place of the postponed meeting shall be placed in at least two national newspapers in the United Kingdom. Notice of the business to be transacted at such postponed meeting shall not be required.

PROCEEDINGS AT GENERAL MEETINGS

72. Quorum and procedure if quorum not present

72.1 No business shall be transacted at any general meeting unless a quorum be present when the meeting proceeds to business. Save as otherwise provided by these Articles, three Members present in person or by proxy and entitled to vote shall be a quorum for all purposes. A corporation being a Member shall be deemed for the purpose of this Article to be personally present if represented by proxy or in accordance with the provisions of the Statutes.

72.2 If within half-an-hour from the time appointed for the meeting a quorum is not present the meeting, if convened on the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time or place as the Chairman of the meeting may determine. If at such adjourned meeting a quorum as above defined is not present within fifteen minutes from the time appointed for holding the meeting the Members present whether in person or by proxy shall be a quorum and shall have power to decide upon all matters which could properly have been disposed of at the meeting from which the adjournment took place.

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73. Arrangements for simultaneous attendance, security and orderly conduct

73.1 In the case of any general meeting, the Directors may, notwithstanding the specification in the notice convening the general meeting of the place at which the chairman of the meeting shall preside (the “Principal Place”), make arrangements for simultaneous attendance and participation at other places by Members and proxies and others entitled to attend the general meeting but excluded from the Principal Place under the provisions of this Article 73.

73.2 Such arrangements for simultaneous attendance at the general meeting may include arrangements regarding the level of attendance at the other places provided that they shall operate so that any Members and proxies excluded from attendance at the Principal Place are able to attend at one of the other places. For the purpose of all other provisions of these Articles any such general meeting shall be treated as being held and taking place at the Principal Place.

73.3 The Directors may, for the purpose of facilitating the organisation and administration of any general meeting to which such arrangements apply, from time to time make arrangements, whether involving the issue of tickets (on a basis intended to afford to all Members and proxies and others entitled to attend the meeting an equal opportunity of being admitted to the Principal Place) or the imposition of some random means of selection or otherwise as they shall in their absolute discretion consider to be appropriate, and may from time to time vary any such arrangements or make new arrangements in their place. The entitlement of any Member or proxy or other person entitled to attend a general meeting at the Principal Place shall be subject to such arrangements as may for the time being be in force whether stated in the notice of the general meeting to apply to that Meeting or notified to the Members concerned subsequent to the provision of the notice of the general meeting.

73.4 The Directors or the chairman of the meeting or any person authorised by the Directors may direct that Members, proxies or corporate representatives wishing to attend any general meeting or anyone else permitted by the chairman of the meeting to attend should submit to such searches or other security arrangements or restrictions (including, without limitation, restrictions on items of personal property which may be taken into the meeting) as the Directors or the chairman of the meeting or such person authorised by the Directors shall consider appropriate in the circumstances. Such persons shall be entitled in their absolute discretion to refuse entry to, or to eject from, such general meeting any such person who fails to submit to such searches or otherwise to comply with such security arrangements or restrictions.

73.5 A person appointed by the Directors shall preside at each location other than where the chairman of the meeting is presiding. Every such person shall carry out all requests made of him by the chairman of the shareholders’ meeting, shall keep good order at that location and shall have all powers necessary or desirable for such purposes.

73.6 The Directors or the chairman of the meeting or any person authorised by the Directors may, at any meeting, take such action as is thought fit to secure the safety of the people attending the meeting and to promote the orderly conduct of the business of the meeting as laid down in the notice of the meeting and the chairman of the meeting’s decision on matters of procedure or matters arising incidentally from the business of the meeting shall be final, as shall be his determination as to whether any matter is of such a nature.

73.7 Under no circumstances will a failure (for any reason) of communication equipment, or any other failure in the arrangements for participation in the meeting at more than one place,

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affect the validity of such meeting, or any business conducted thereat, or any action taken pursuant thereto.

74. Chairman of general meetings

74.1 The Chairman (if any) of the Board or, in his absence, any deputy-Chairman shall preside as Chairman at every general meeting of the Company.

74.2 If there be no such Chairman or deputy-Chairman, or if at any meeting neither the Chairman nor the deputy-Chairman be present within fifteen minutes after the time appointed for holding the meeting, or if neither of them be willing to act as Chairman, the Directors present shall choose one of their number to act, or if one Director only be present he shall preside as Chairman if willing to act. If no Director be present, or if all the Directors present decline to take the chair, the Members present shall choose one of their number to be Chairman.

75. Adjournments

The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, not less than seven clear days’ notice in writing or by Electronic Communication of the adjourned meeting shall be given specifying the day, the place and the time of the meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

76. Method for voting and demand for a poll; casting vote

76.1 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands) a poll is demanded by the Chairman or by at least three Members present in person or by proxy and entitled to vote or by any Member or Members present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting or holding shares conferring a right to vote at the meeting on which there have been paid up sums in the aggregate equal to less than one-tenth of the total sum paid up on all shares conferring that right. Unless a poll is so demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried or carried unanimously or by a particular majority or not carried by a particular majority or lost, and an entry to that effect in the book of proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such a resolution.

76.2 If any votes are counted which ought not to have been counted or might have been rejected the error shall not vitiate the resolution unless it is pointed out at the same meeting and not in that case unless it shall, in the opinion of the Chairman of the meeting, be of sufficient magnitude to vitiate the resolution.

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76.3 If a poll is duly demanded, the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

76.4 In the case of an equality of votes at a general meeting, whether on a show of hands or on a poll, the Chairman of such meeting shall be entitled to a second or casting vote.

76.5 A poll demanded on the election of a Chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time (not being more than thirty days after the date of the meeting or adjourned meeting at which the poll is demanded) and place and in such manner as the Chairman directs. No notice need to given of a poll not taken immediately.

76.6 The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded, and the demand may be withdrawn at any time before the poll is taken, whether before or after the termination of the meeting in question. If a poll is demanded on a declaration of the result of a show of hands and the demand is later withdrawn in accordance with the provisions of this Article, then the resolution in question shall be carried or lost (as the case may be) in accordance with such declaration and an entry to that effect shall be made in the book of proceedings of the Company.

VOTES OF MEMBERS

77. Votes of members and joint holders

Subject to any special terms as to voting upon which any shares may be issued or may be for the time being be held, on a show of hands every Member who is present in person shall have one vote, and on a poll every Member who is present in person or by proxy shall have one vote for each Ordinary Share of which he is holder. Provided that on a poll every Member who is present in person or by proxy shall in respect of Ordinary Shares held by him otherwise than fully paid up have one vote for every twenty-five pence paid up in respect of the nominal amount of Ordinary Shares held by him. For the purposes of determining which persons are entitled to attend or vote at a meeting and how many votes such person may cast, the Company may specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the Register in order to have the right to attend or vote at the meeting.

78. Suspension of rights for non-payment of calls and non-disclosure of interests

78.1 No Member shall, unless the Board otherwise determines, be entitled in respect of any share in the capital of the Company held by him to be present or to vote at any general meeting or meeting of the holders of any class of shares in the capital of the Company either personally or by proxy, or be reckoned in the quorum for any such meeting or to exercise any other right conferred by membership in relation to meetings of the Company or holders of any class of shares in the capital of the Company if any call or other sum presently payable by him to the Company in respect of such share remains unpaid.

78.2 If any Member, or any person appearing to the Board to be interested in shares held by such Member, has been duly served with a notice under Section 212 of the Companies Act 1985 and is in default for the prescribed period in supplying to the Company the information

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thereby required then the Board may in their absolute discretion at any time thereafter serve a notice (a “direction notice”) upon such Member as follows:

(a) a direction notice may direct that, in respect of the shares in relation to which the default occurred (“default shares”), the Member shall not be entitled to be present or to vote at a general meeting or a meeting of the holders of any class of shares of the Company either personally or by proxy or to be reckoned in the quorum for any such meeting or to exercise any other right conferred by membership in relation to the meetings of the Company or of the holders of any class of shares of the Company for so long as the default occurs; and

(b) where the default shares represent at least 0.25 per cent. of the class of issued shares concerned (excluding any shares in the Company held as treasury shares), then the direction notice may additionally direct that:

(i) in respect of the default shares any dividend or other money which would otherwise be payable on such shares shall be retained by the Company without any liability to pay interest thereon when such money is finally paid to the Member; and/or

(ii) no transfer other than an approved transfer of any shares held by such Members shall be registered unless:

(A) the Member is not himself in default as regards supplying the information requested; and

(B) the transfer is of part only of the Member’s holding and when presented for registration is accompanied by a certificate by the Member in a form satisfactory to the Board to the effect that after due and careful enquiry the Member is satisfied that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer,

provided that, in the case of shares in uncertificated form, the Board may only exercise their discretion not to register a transfer if permitted to do so by the Regulations.

Any direction notice may treat shares of a Member in certificated and uncertificated form as separate holdings and either apply only to the former or to the latter or make different provision for the former and the latter.

The Company shall send to each other person appearing to be interested in the shares the subject of any direction notice a copy of the notice, but the failure or omission by the Company to do so shall not invalidate such notice.

78.3 Any direction notice shall cease to have effect not more than seven days after the earlier of the receipt by the Company of:

(a) a notice of an approved transfer, but only in relation to the shares transferred; or

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(b) all the information required by the section 212 notice, in a form satisfactory to the Board,

provided that notice in writing of the cessation of the direction notice shall be given to the Member promptly.

78.4 For the purpose of this Article:

(a) a person shall be treated as appearing to be interested in any shares if the Member holding such shares has given to the Company a notification under the said Section 212 which either:

(i) names such person as being so interested; or

(ii) fails to establish the identities of those interested in the shares and (after taking into account the said notification and any relevant Section 212 notification) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares;

(b) the prescribed period in respect of any particular Member is twenty-eight days from the date of service of the said notice under Section 212 except where the default shares represent at least 0.25 per cent. of the class of shares concerned in which case such period shall be reduced to fourteen days;

(c) a transfer of shares is an approved transfer if but only if:

(i) it is a transfer of shares to an offerer by way or in pursuance of acceptance of a takeover offer for a company (as defined in Section 428 of the Companies Act 1985); or

(ii) the Directors are satisfied that the transfer is made pursuant to a sale of the whole of the beneficial ownership of the shares to a party unconnected with the Member and with other persons appearing to be interested in such shares; or

(iii) the transfer results from a sale made through a recognised investment exchange (within the meaning of the Financial Services and Markets Act 2000) or any stock exchange outside the United Kingdom on which the Company’s shares are normally traded.

78.5 Nothing contained in this Article shall limit the power of the Board under Section 216 of the Act.

79. Joint holders

In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register.

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80. Corporate representatives

A corporation being a Member may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Member of the Company and shall be deemed to be present in person at any such meeting if a person so authorised is present thereat.

81. Mental disorder

A Member in respect of whom an order has been made by any Court having jurisdiction (in the United Kingdom or elsewhere) in matters concerning mental disorder may at the discretion of the Board vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis or other person appointed by such Court and subject to production of such evidence of appointment as the Board may require, and such committee, receiver, curator bonis or other person may vote on a poll by proxy.

82. Objections to and errors in voting

No objection shall be raised to the qualifications of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the meeting whose decision shall be final and conclusive.

83. Voting on a poll

On a poll votes may be given either personally or by proxy and a Member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way. Unless his appointment otherwise provides, the proxy may vote or abstain at his discretion on any matter coming before the meeting on which proxies are entitled to vote.

84. Execution of proxies

The appointment of a proxy shall be in writing in any usual common form, or any other form which the Board may approve, under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor be a corporation, either under seal or under the hand of an officer or attorney duly authorised; or, if permitted by the Board, by Electronic Communication in the manner and form and subject to such terms and conditions as the Board may decide. The signature, if any, of such appointment need not be witnessed.

85. Appointment of proxies

A proxy need not be a Member of the Company. A Member may appoint more than one proxy to attend on the same occasion. Deposit or (in the case of an appointment by Electronic Communication) receipt of an appointment of proxy shall not preclude a Member from attending and voting in person at the meeting or any adjournment thereof.

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86. Rights of proxies

A proxy shall have the right to demand or to join in demanding a poll but no further right to speak at the meeting, except with the permission of the Chairman of the meeting.

87. Delivery of proxies

The appointment of a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, or a copy certified in accordance with the provisions of the Powers of Attorney Act, 1971, shall:

87.1 in the case of an appointment not contained in an Electronic Communication, be deposited at the Office (or such other place in the United Kingdom as may be specified in the Notice convening the meeting) not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or

87.2 in the case of an appointment contained in an Electronic Communication, where an address has been specified for the purpose of receiving Electronic Communications, for the appointment of proxies or voting by means of proxy in or by way of note to the notice convening the meeting, or in any other document sent out by the Company accompanying such notice, or in any invitation contained in an Electronic Communication to appoint a proxy issued by the vote, be received at such address not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; or

87.3 in the case of a poll taken subsequently to the date of a meeting or adjourned meeting be deposited or (in the case of Electronic Communication) received at such address not less than twenty-four hours before the time appointed for the taking of the poll and in default the appointment of the proxy shall not be treated as valid.

88. Two or more appointments of proxy

If two or more valid but differing appointments of a proxy are delivered or (in the case of Electronic Communication) received in accordance with these Articles in respect of the same share for use at the same meeting, the one which is last delivered, or, as the case may be, received as aforesaid (regardless of its date, its date of sending or the date of its execution) shall be treated as replacing and revoking the others as regards that share. If the Company is unable to determine which was delivered or received last, none of them shall be treated as valid in respect of that share.

89. Validity of proxies

The appointment of a proxy shall, unless the contrary is stated thereon, be valid as well for any adjournment of the meeting to which it relates. No appointment of a proxy shall be valid after the expiration of twelve months from the date named in it as the date of its execution except at an adjourned meeting or on a poll demanded at a meeting or adjourned meeting in cases where the meeting was originally held within twelve months from that date.

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90. Cancellation of proxy’s authority

A vote given (or poll demanded) in accordance with the terms of an instrument of proxy or in accordance with an Electronic Communication appointing a proxy, shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the appointment of proxy or of the authority under which it was executed, or the transfer of the share in respect of which the appointment of proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at the Office before or at such other place (if any) as is specified for depositing the appointment of proxy or, where the appointment of the proxy was contained in an Electronic Communication or was received pursuant to Article 87, at the address at which such appointment was duly received, at least one hour before the commencement of the meeting or adjourned meeting, or the taking of the poll at which the appointment of proxy is used.

91. Written resolutions

Subject to the provisions of the Statutes, a resolution in writing signed by all the Members for the time being entitled to receive notice of and to attend and vote at General Meetings (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a General Meeting of the Company duly convened and held, and may consist of two or more documents in like form each signed by one or more of the Members.

DIRECTORS

92. Number of Directors

Unless and until otherwise determined by the Company in general meeting, the Directors shall be not less than two.

93. Alternate Directors

93.1 Each Director shall have power to appoint either another Director or any person approved for that purpose by a resolution of the Board to act as alternate Director in his place during his absence. A person so appointed shall (subject to his giving to the Company an address within the United Kingdom or an address for the purpose of Electronic Communications at which notices may be served on him) be entitled to receive notices of all meetings of the Board and, in the absence from the Board of the Director appointing him, to attend and vote at meetings of the Board, and to exercise all the powers, rights, duties and authorities of the Director appointing him. A Director may at any time revoke the appointment of an alternate appointed by him, and subject to such approval as aforesaid where requisite appoint another person in his place. The appointment of an alternate Director shall cease and determine on the happening of any event which if he was a Director would render him legally disqualified from acting as a Director or if he has a receiving order made against him or if he compounds with his creditors generally or if be becomes of unsound mind. An alternate Director need not hold a share qualification. Any Director acting as alternate shall have an additional vote for each Director for whom he acts as alternate but shall count as only one for the purpose of determining whether a quorum be present. An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director, provided that if any Director retires by rotation or otherwise but is re-elected at the same meeting, any

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appointment made by him pursuant to this Article which was in force immediately before his retirement shall remain in force as though he had not retired.

93.2 All appointments and removals of an alternate Director shall be effected by instrument in writing delivered at the Office and signed by the appointor or at some other address which has been specified by the Board for the purpose of notifying appointments and removals of alternate Directors by means of Electronic Communications in and subject to such terms and conditions, if any, as the Board may decide. In this Article reference to “in writing” shall include the use of Electronic Communications.

93.3 Every person acting as an alternate Director shall be an officer of the Company, and shall also be responsible to the Company for his own acts and defaults, and he shall not be deemed to be the agent of or for the Director appointing him. The remuneration of any such alternate Director shall be payable out of the remuneration payable to the Director appointing him, and shall consist of such portion of the last-mentioned remuneration as shall be agreed between the alternate and the Director appointing him provided that such payment be notified to the Company in writing.

94. Directors’ fees and expenses

94.1 The Directors shall be paid out of the funds of the Company by way of fees for their services as Directors such sums (if any) as the Board may from time to time determine (not exceeding in the aggregate an annual sum of £1,000,000 or such larger amount as the Company may by ordinary resolution determine) and such remuneration shall be divided among the Directors as the Board may by resolution determine or, failing such determination, equally, except that any Director holding office for less than a year shall only rank in such division in proportion to the period during which he has held office during such year. Such remuneration shall be deemed to accrue from day to day. The Directors (including alternate Directors) shall also be entitled to be paid their reasonable travelling, hotel and incidental expenses of attending and returning from meetings of the Board or committees of the Board or general meetings or otherwise incurred while engaged on the business of the Company.

94.2 Subject to the Statutes, payment may be made to any one or more Directors under this Article 94 by the allotment and issue to any such Director of shares in the capital of the Company on such terms and subject to such conditions as the Board may determine.

95. Additional remuneration

Any Director who is appointed to any executive office or who serves on any committee or who devotes special attention to the business of the Company, or who otherwise performs services which in the opinion of the Board are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, percentage of profits or otherwise as the Board may determine.

96. Other interest of Directors

96.1 Subject to the provisions of the Statutes and provided that he has disclosed to the Directors the nature and extent of any interest of his, a Director of the Company may be or become a director or other officer or other offices, servant or member of or otherwise interested in any company promoted by the Company or in which the Company may be interested as

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shareholder or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or other officer servant or member of or from his interest in such other company. The Board may also exercise or procure the exercise of the voting power conferred by the shares in any other company held or owned by the Company (and the Directors may exercise any voting rights to which they are entitled as directors of such other Company) in such manner in all respects as they think fit, including the exercise thereof in favour of any resolution appointing the members of the Board or any of them to be directors or officers or servants of such other company, and fixing their remuneration as such, and each Member of the Board may vote as a Director of the Company in connection with any of the matters aforesaid.

96.2 Subject to the provisions of the Statutes and provided that he has disclosed to the Directors the nature and extent of any interest of his, a Director may hold any other office or place of profit under the Company (except that of Auditor) in conjunction with this office of Director and may act by himself or through his firm in a professional capacity for the Company, and in any such case on such terms as to remuneration and otherwise as the Board may arrange. Any such remuneration shall be in addition to any remuneration provided for by any other Article. No Director shall be disqualified by his office from entering into any contract, arrangement, transaction or proposal with the Company, either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or in any other manner whatever. Subject to the Statutes, no such contract, arrangement, transaction or proposal entered into by or on behalf of the Company in which any Director or person connected with him is in any way interested, whether directly or indirectly, shall be liable to be avoided, nor shall any Director who enters into any such contract, arrangement, transaction or proposal or who is so interested be liable to account to the Company for any profit realised by any such contract, arrangement, transaction or proposal by reason of such Director holding that office or of the fiduciary relation thereby established.

96.3 A Director who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract or arrangement is first taken into consideration, if his interest then exists, or in any other case at the first meeting of the Board after he becomes so interested. A general notice to the Board given by a Director to the effect that he is a member of a specified company or firm and is to be regarded as interested in all transactions with such company or firm shall be sufficient declaration of interest under this Article, and after such general notice it shall not be necessary to give any special notice relating to any subsequent transaction with such company or firm, provided that either the notice is given at a meeting of the Board or the Director giving the same takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given. An interest (whether of his or a connected person, within the meaning of Section 346 of the Act) of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

96.4 Save as herein provided, a Director shall not vote in respect of any contract or arrangement or any other proposal whatsoever in which he has an interest which (together with any interest of any person connected with him within the meaning of section 346 of the Act) is to his knowledge a material interest otherwise than by virtue of his interests in shares or debentures or other securities of or otherwise in or through the Company. A Director shall not be counted in the quorum at a meeting in relation to any resolution on which he is debarred from voting.

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96.5 A Director shall (in the absence of some other material interest than is indicated below) be entitled to vote (and be counted in the quorum) in respect of any resolution concerning any of the following matters, namely:

(a) the giving of any security or indemnity to him in respect of money lent or obligations incurred by him at the request of or for the benefit of the Company or any of its subsidiaries;

(b) the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;

(c) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiaries for subscription or purchase in which offer he is to be interested as a participant in the underwriting or sub-underwriting thereof.

(d) any proposal concerning any other company in which he (together with persons connected with him within the meaning of Section 346 of the Act) is interested, directly or indirectly and whether as an officer or shareholder or otherwise howsoever, provided that neither he nor any person connected with him is the holder of or beneficially interested in 1 per cent or more of the issued shares of any class of such company (or of any third company through which his interest is derived) or of the voting rights of that company;

(e) any proposals concerning the adoption, modification or operation of a superannuation fund or retirement benefits scheme under which he may benefit and which has been approved by or is subject to and conditional upon approval by the Board of Inland Revenue for taxation purposes;

(f) any proposal concerning the adoption, modification or operation of any scheme for enabling employees including full time Executive Directors of the Company and/or any subsidiary to acquire shares of the Company or any arrangement for the benefit of employees of the Company or any of its subsidiaries under which the Director benefits in a similar manner to employees and which does not accord to any Director as such any privilege or advantage not generally accorded to the employees to whom the scheme or arrangement relates; and

(g) the purchase and/or maintenance of any insurance as permitted by Article 132 below.

96.6 A Director shall not vote or be counted in the quorum on any resolution concerning his own appointment as the holder of any office or place of profit with the Company or any company in which the Company is interested including fixing or varying the terms of his appointment or the termination thereof.

96.7 Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or any company in which the Company is interested, such proposals may be divided and considered in relation to each Director separately and in such case each of the

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Directors concerned (if not otherwise debarred from voting under these Articles) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.

96.8 If any question shall arise at any meeting as to the materiality of a Director’s interest or as to the entitlement of any Director to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the Chairman of the meeting and his ruling in relation to any other Director shall be final and conclusive except in a case where the nature or extent of the interests of the Director concerned have not been fairly disclosed.

96.9 The Company may by ordinary resolution suspend or relax the provisions of Articles 96.1 to 96.8 to any extent or ratify any transaction not duly authorised by reason of a contravention of such Articles.

97. Directors’ shareholding qualification

A Director shall not be required to hold any shares of the Company as a qualification for office, but nevertheless shall be entitled to attend and speak (but not to vote) at any general meeting of, or at any separate meeting of the holders of any class of shares in, the Company.

DISQUALIFICATION OF DIRECTORS

98. Vacation of a Director’s office

The office of a Director shall be vacated in any of the following events, namely:

98.1 if he ceases to be a Director by virtue of section 293 of the Act;

98.2 if a bankruptcy order is made against him or he makes any arrangement or composition with his creditors generally or applies to the Court for an interim order under Section 25.3 of the Insolvency Act 1986 in connection with a voluntary arrangement under that Act;

98.3 if he becomes prohibited by law from acting as a Director;

98.4 if, in England or elsewhere, an order is made by any court claiming jurisdiction in that behalf on the ground (however formulated) of mental disorder for his detention or for the appointment of a guardian or receiver or other person to exercise powers with respect to his property or affairs;

98.5 if he resigns his office by notice in writing to the Company or offers to resign and the Directors resolve to accept such offer;

98.6 if, not having leave of absence from the Directors, he and his alternate (if any) fail to attend the meetings of the Directors for six successive months, unless prevented by illness, unavoidable accident or other cause which may seem to the Directors to be sufficient, and the Directors resolve that his office be vacated;

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98.7 if, by notice in writing delivered to or received at the Office or at some other address specified for the purpose of Electronic Communications or tendered at a meeting of the Directors, his resignation is requested by all of the other Directors (but so that this shall be without prejudice to any claim such Director may have for damages for breach of any contract of service between him and the Company). In this Article 98.7 references to “in writing” shall include the use of Electronic Communications delivered to an address which has been specified by the Directors for the purpose of receiving such resignation request by means of Electronic Communications and subject to such terms and conditions, if any, as the Directors may decide.

POWERS AND DUTIES OF DIRECTORS

99. Powers of the Company vested in the Directors

The business of the Company shall be managed by the Board, which may exercise all such powers of the Company as are not by the Act or by these Articles required to be exercised by the Company in general meeting, subject nevertheless to the provisions of these Articles and of the Act and to such regulations, being not inconsistent with such provisions, as may be prescribed by the Company in general meeting, but no regulations made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if such regulations had not been made. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Board by any other Article.

100. Local boards

The Board may establish any local boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, and may appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration, and may delegate to any local board, manager or agent any of the powers, authorities and discretions vested in the Board, with power to sub-delegate, and may authorise the members of any local board or any of them to fill any vacancies therein and to act notwithstanding vacancies, and any such appointment or delegation may be made upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

101. Attorneys

The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in him.

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102. Official Seal

The Company may exercise the powers conferred by the Statutes with regard to having an official seal for use abroad and with regard to having an official seal for sealing and evidencing securities, and such powers shall be vested in the Board.

103. Overseas branch register

The Company may exercise the powers conferred by the Statutes with regard to the keeping of an Overseas Branch Register, and the Board may (subject to the provisions of the Statutes) make and vary such regulations as it may think fit respecting the keeping of any such register.

104. Signing of cheques etc

All cheques, promissory notes, drafts, bills of exchange and other negotiable and transferable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time determine.

105. Minutes

105.1  The Board shall cause minutes to be made in books provided for the purpose:

(a) of all appointments of officers made by the Board;

(b) of the names of the Directors present at each Board or committee meeting;

(c) of all resolutions and proceedings at all meetings of the Company and of the Board and of any committees of the Board.

105.2  Any such minute as aforesaid in Article 105.1 above, if purporting to be signed by the Chairman of the meeting at which the proceedings took place, or by the Chairman of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minutes without any further proof. It shall not be necessary for members of the Board present at any meeting of the Board to sign their names in the minute book or other book kept for recording attendance.

BORROWING POWERS

106. Directors’ borrowing powers and restrictions on borrowing

106.1  Subject to the provisions, of the Statutes, the Board may exercise all the powers of the Company to borrow or raise money as they think necessary for the purposes of the Company. The aggregate amount at any time owing by the Company and/or its non-banking subsidiary undertakings (as hereinafter defined) in respect of moneys borrowed by it or them or any of them (inclusive of moneys borrowed by the Company or a non-banking subsidiary undertaking from a banking subsidiary undertaking but exclusive of moneys borrowed by the Company from a non-banking subsidiary undertaking and exclusive of moneys borrowed by a non-banking subsidiary undertaking from another non-banking subsidiary undertaking or from the Company) shall not at any time, without the previous sanction of the Company in

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general meeting, exceed whichever shall be the greater of £150 million and a sum equal to three times the aggregate of:

(a) the nominal capital of the Company for the time being issued and paid up;

(b) the share premium of the Company;

(c) other amounts standing to the credit of the consolidated capital and reserves (including but not limited to the capital redemption reserve, the revaluation reserve, other reserves and the profit and loss account); and

(d) minority interests;

all as shown in a consolidation of the then latest audited Balance Sheets of the Company and each of its non-banking subsidiary undertakings but after:

(i) making such adjustments as may be appropriate in respect of any variation in the issued and paid-up share capital, the Share Premium Account and the Capital Redemption Reserve of the Company since the date of its latest audited Balance Sheet;

(ii) deducting therefrom:

(A) an amount equal to any distribution by the Company or its non-banking subsidiary undertakings out of profits earned prior to the date of the latest audited consolidated Balance Sheet and which has been declared, recommended or made since that date except so far as provided for in such Balance Sheet or to the extent that a distribution from a non-banking subsidiary undertaking is received by the Company or another non-banking subsidiary undertaking;

(B) all intangible assets other than goodwill; and

(C) any debit balance on any consolidated reserve to the extent that such amount has not already been deducted from the reserves of the Company and its non-banking subsidiary undertakings;

(iii) adding thereto the total aggregate amount of any sums which have been charged to reserves in the said consolidation of the then latest audited Balance Sheets of the Company and each of its non-banking subsidiary undertakings in respect of goodwill arising (whether on consolidation or otherwise) as a result of the acquisition of any asset by the Company or its non-banking subsidiary undertakings (a “relevant asset”) after deducting therefrom a sum equal to the aggregate of the amounts of any permanent diminution in value of any of the relevant assets; and

(iv) making such other adjustments as the Auditors for the time being of the Company consider appropriate.

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106.2  A report by the Auditors for the time being of the Company as to the aggregate amount which may at any one time in accordance with the provisions of this Article 106.2 be owing by the Company and its non-banking subsidiary undertakings, without such sanction as aforesaid shall be conclusive in favour of the Company and all persons dealing with the Company.

106.3  No such sanction shall be required to the borrowing of any sum of money intended to be applied within six months after such borrowing in the repayment (with or without premium) of any moneys then already borrowed and outstanding notwithstanding that the same may result in such limit being exceeded. In calculating the amount of “moneys borrowed” for the purpose of this Article there shall be deducted the amount of the cash and short-term deposits and cash equivalents of the Company and its non-banking subsidiary undertakings (other than any borrowed moneys permitted by this Article and any cash, short-term deposits and cash equivalents held or made in the capacity of a trustee of, or for or on behalf of, any other person or persons). For the purpose of this Article “cash equivalents” means short term, highly liquid investments that are readily convertible into known amounts of cash and which are purchased as part of cash management activities to earn interest or similar income rather than to make investment gains.

106.4  No lender or other person dealing with the Company shall be concerned to see or enquire whether the said limit is observed and no debt incurred or security given in excess of such limit shall be invalid or ineffectual except in the case of express notice to the lender or the recipient of the security at the time the debt or the security was incurred that the limit hereby imposed had been or was thereby exceeded.

106.5  The Board shall take all necessary steps (including the exercise of all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings) for securing that the aggregate amount at any one time outstanding in respect of moneys borrowed by all or any of the non-banking subsidiary undertakings of the Company, exclusive as aforesaid, shall never (without such sanction as aforesaid) when added to the amount (if any) for the time being owing in respect of moneys borrowed by the Company, exclusive as aforesaid, exceed the said limit.

106.6  In this Article 106, the expressions following shall have the meanings hereinafter mentioned, that is to say:

“subsidiary undertaking” means a company which is for the time being a subsidiary undertaking of the Company as that expression is defined by Statutes;

“non-banking subsidiary undertaking” means a subsidiary undertaking of the Company which is not a banking subsidiary undertaking as hereinafter defined; and

“banking subsidiary undertaking” means any subsidiary undertaking which is a bank authorised under the Financial Services and Markets Act 2000 or other subsidiary undertaking the major part of the business of which for the time being consists of the lending of money and/or the taking of deposits and/or the holding of the equity share capital of any such subsidiary undertaking and/or the co-ordination of the activities of such subsidiary undertaking.

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106.7  The Board may borrow or raise any such money as aforesaid upon or by the issue or sale of any bonds, debentures or securities, and upon such terms as to the time of repayment, rate of interest, price of issue or sale, payment of premium or bonus upon redemption or repayment or otherwise as they may think proper including a right for the holder of bonds, debentures or securities to exchange the same for shares in the Company of any class authorised to be issued.

106.8  Subject as aforesaid the Board may secure or provide for the payment of any moneys to be borrowed authorised by a mortgage of or charge upon all or any part of the undertaking or property of the Company, both present and future, and upon any capital remaining unpaid upon the shares of the Company whether called up or not, or by any other security, and the Board may confer upon any mortgagee or person in whom any debenture or security is vested such rights and powers as they think necessary or expedient, and they may vest any property of the Company in trustees for the purpose of securing any moneys so borrowed or raised, and confer upon the trustees or any receiver to be appointed by them or by any debenture-holder such rights and powers as the Board may think necessary or expedient in relation to the undertaking or property of the Company, or the management of the realisation thereof or the making, receiving or enforcing of calls upon the Members in respect of unpaid capital, and otherwise, and may make and issue debentures to trustees for the purpose of further security, and any such trustees may be remunerated.

106.9  The Board may give security for the payment of any moneys payable by the Company in like manner as for the payment of money borrowed or raised, but in such case the amount shall for the purposes of the above limitation be reckoned as moneys borrowed.

PROCEEDINGS OF THE BOARD

107. Board meetings and participation

107.1  The Board may meet together for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. Questions arising at any meeting shall be determined by a majority of votes. In case of an equality of votes the Chairman shall have a second or casting vote. A Director may and the Secretary on the requisition of a Director shall at any time summon a Board meeting.

107.2  The Directors shall be deemed to meet together if, being in separate locations, they are nonetheless linked by conference telephone or other communication equipment which allows those participating to hear and speak to each other, and a quorum in that event shall be two Directors so linked.

108. Quorum at Board meetings

The quorum necessary for the transaction of the business of the Board may be fixed by the Board and unless so fixed at any other number shall be two.

109. Notice of Board meetings

Notice of a Board Meeting shall be deemed to be duly given to a Director whether it is given to him personally or by word of mouth or sent in writing to him at his last known address or any other address given by him to the Company for this purpose. In this Article, references

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to “in writing” include the use of Electronic Communication delivered to an address which has been specified by a Director for the purpose of his receiving notices of Board Meetings by means of Electronic Communications subject to such terms and conditions, if any, as the Board may decide.

110. Directors below minimum

The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as their number be reduced below the minimum number fixed by or in accordance with these Articles, the continuing Director may act for the purpose of filling up vacancies in the Board or for summoning general meetings of the Company but not for any other purpose, and may act for either of the purposes aforesaid notwithstanding that the number of Directors is reduced below the number fixed as the quorum by or in accordance with these Articles. If there be no Directors or Director able or willing to act, then any two Members may summon a general meeting for the purpose of appointing Directors.

111. Appointment of Chairman and deputy-Chairman of meetings

The Board may elect a Chairman and deputy-Chairman of its meetings and determine the period for which they are respectively to hold office. If no such Chairman or deputy-Chairman be elected, or if at any meeting neither the Chairman nor the deputy-Chairman be present within five minutes after the time appointed for holding the same, Directors present may choose one of their number to be Chairman of the meeting. If at any time there is more than one deputy-Chairman, the right in the absence of the Chairman to preside at a meeting of the Directors or of the Company shall be determined as between the deputy-Chairmen present (if more than one) by seniority in length of appointment or otherwise as resolved by the Directors.

112. Board meetings

A meeting of the Board at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Board.

113. Delegation of Board’s powers to committees

113.1  The Board may delegate any of its powers to committees, whether consisting of a member or members of its body or not, as it thinks fit. Any such committee shall, unless the Directors otherwise resolve, have the power to sub-delegate to sub-committees any of the powers or directions delegated to it. Insofar as any such power or discretion is delegated to a committee or sub-committee, any reference in these Articles to the exercise by the Directors of the power or discretion so delegated shall be read and construed as if it were a reference to the exercise thereof by such committee or sub-committee. Any committee or sub-committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board.

113.2  The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board under the last preceding Article.

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114. Written resolution of Directors

A resolution in writing signed by all the Directors entitled to receive notice of a meeting of the Board or by all the members of a committee for the time being shall be as valid and effectual as a resolution passed at a meeting of the Board or, as the case may be, of such committee duly called and constituted. Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors or members of the committee concerned PROVIDED THAT such a resolution need not be signed by an alternate Director if it is signed by the Director who appointed him.

115. Validity of Directors’ acts

All acts done by the Board or any committee or by any person acting as a Director, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such Director or person acting as aforesaid or that any of them was disqualified from holding office or not entitled to vote, or that they or any of them had vacated office, shall be as valid as if every such person had been duly appointed, was qualified, had continued to be a Director and was entitled to vote.

ROTATION OF BOARD

116. Retirement from the Board

116.1  Each Director shall retire at the annual general meeting held in the third calendar year following the year in which he was elected or last re-elected but, unless he falls within Article 116.2 below, he shall be eligible for re-election. . A Director retiring at a meeting shall retain office until the close or adjournment of the meeting.

116.2  A Director shall also retire at any annual general meeting if he has agreed to do so (whether in accordance with the terms of his appointment or otherwise) and unless the Directors have agreed otherwise, he shall not be eligible for re-election.

117. Election to the Board

Subject to Article 118 the Company at the meeting at which a Director retires in manner aforesaid may fill up the vacated office by electing a person thereto unless at such meeting it is expressly resolved not to fill up such vacated office.

118. Appointment of Directors by separate resolution

A single resolution for the appointment of two or more persons as Directors shall not be put at any general meeting, unless a resolution that it shall be so put has first been agreed to by the meeting without any vote being given against it.

119. Persons eligible for appointment

No person, other than a Director retiring at the meeting, shall, unless recommended by the Board, be eligible for election to the office of a Director at any general meeting unless, not less than seven and not more than twenty-one clear days before the day appointed for the

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meeting, there shall have been given to the Secretary notice in writing by some Member duly qualified to be present and vote at the meeting for which such notice is given of his intention to propose such person for election and also notice in writing signed by the person to be proposed of his willingness to be elected.

120. Automatic re-election

If at any meeting at which an election of Directors ought to take place the place of any retiring Director is not filled up, such Director, if offering himself for re-election, shall be deemed to have been re-elected unless (i) at such meeting it be expressly resolved not to fill up such place; or (ii) a motion that he be re-elected is put to the meeting and defeated; or (iii) such Director is ineligible for re-election.

121. Increase and reduction in number of Directors

The Company in general meeting may from time to time increase or reduce the number of Directors and may also determine in what rotation such increased or reduced number is to go out of office.

122. Casual vacancies and additional powers of Directors – powers of the Company

Subject as aforesaid, the Company may from time to time by ordinary resolution appoint a person who is willing to be a Director either to fill a casual vacancy or as an additional Director.

123. Casual vacancies and additional Directors – powers of Directors

Without prejudice to the power of the Company in general meeting in pursuance of any of the provisions of these Articles to appoint any person to be a Director, the Board shall have power at any time and from time to time to appoint any person (subject to the Statutes) to be a Director, either to fill a casual vacancy or as an addition to the existing Board, but so that the total number of Directors shall not at any time exceed the maximum number fixed by or in accordance with these Articles. Any Director so appointed shall hold office only until the dissolution of the next following annual general meeting unless he is re-elected during that meeting.

124. Power of removal by ordinary resolution

The Company may by ordinary resolution of which special notice has been given in accordance with the Statutes, remove any Director before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director. Such removal shall be without prejudice to any claims such Director may have for damages for breach of any contract of service between him and the Company. The Company may (subject to Article 118 or to the provisions of the Statutes as the case may be) by an ordinary resolution appoint another person in his stead.

125. Appointment of replacement Director

Subject to Article 118, the Company may by ordinary resolution appoint another person in place of a Director removed from office under the immediately proceeding Article.

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MANAGING AND EXECUTIVE DIRECTORS

126. Appointment of executive Directors

126.1  Subject to the Statutes the Board may from time to time appoint one or more of its body to the office of Executive Chairman, Managing Director or Assistant Managing Director or to such other executive office for such period and upon such terms as it thinks fit and subject to the provisions of any agreement entered into in any particular case, may revoke such appointment. Such appointment of a Director shall (without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company) ipso facto determine if he ceases from any cause to be a Director.

126.2  The appointment of any Director to the office of Chairman or deputy-Chairman or Managing Director or Assistant Managing Director shall automatically determine if he ceases to be a Director but without prejudice to any claim for damages for breach of any contract of service between him and the Company.

126.3  The appointment of any Director to any other executive office shall not automatically determine if he ceases, for whatever reason, to be a Director, unless the contract or resolution under which he holds office shall expressly state otherwise, in which event such determination shall be without prejudice to any claim for damages for breach of any contract of service between him and the Company.

127. Powers of Executive Directors

The Board may entrust to and confer upon an Executive Chairman, Managing Director, Assistant Managing Director or other Director holding executive office any of the powers exercisable by it upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with or to the exclusion of its own powers, and may from time to time (subject to the terms of any agreement entered into in any particular case) revoke, withdraw, alter or vary all or any of such powers.

SECRETARY

128. Appointment and removal of the Secretary

Subject to the Statutes, the Secretary shall be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit; and any Secretary so appointed may be removed by the Board. No person shall be appointed or hold office as Secretary who is:

128.1  the sole Director of the Company; or

128.2  a corporation the sole director of which is the sole Director of the Company; or

128.3  the sole director of a corporation which is the sole Director of the Company.

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129. Assistant or Deputy Secretary

The Board may from time to time if there is no Secretary or no Secretary capable of acting by resolution appoint any person to be an assistant or deputy Secretary to exercise the functions of the Secretary.

130. Capacity

A provision of the Act or these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall be satisfied by its being done by or to the same person acting both as Director and as, or in the place of, the Secretary.

PENSIONS AND ALLOWANCES

131. Power to award pensions, annuities, etc

The Board may exercise all the powers of the Company to give or award pensions, annuities, gratuities and superannuation or other allowances or benefits to any persons who are or have at any time been Directors of or employed by or in the service of the Company or its predecessors in business or of any company which is a subsidiary or subsidiary undertaking of or related to or associated with the Company or any such subsidiary or subsidiary undertaking and to the wives, widows, children and to the relatives and dependants of any such persons and to any person who is otherwise connected or related thereto and may establish, maintain, support, subscribe to and contribute to all kinds of Schemes, Trusts and Funds (whether contributory or non-contributory) for the benefit of such persons as are hereinbefore referred to or any of them or any class of them, and so that any Director shall be entitled to receive and retain for his own benefit any such pension, annuity, gratuity, allowance or other benefit (whether under any such fund or scheme or otherwise).

132. Power to purchase and maintain insurance

Without prejudice to any other provisions of these Articles, the Directors may exercise all the powers of the Company to purchase and maintain insurance for or for the benefit of any persons who are or were at any time Directors, officers, employees or Auditors of the Company, or of any other body (whether or not incorporated) which is or was its parent undertaking or subsidiary undertaking or another subsidiary undertaking of any such parent undertaking (together “Group Companies”) or otherwise associated with the Company or any Group Company or in which the Company or any such Group Company has or had any interest, whether direct or indirect, or of any predecessor in business of any of the foregoing, or who are or were at any time trustees of (or directors of trustees of) any pension, superannuation or similar fund, trust or scheme or any employees’ share scheme or other scheme or arrangement in which any employees of the Company or of any such other body are interested, including (without prejudice to the generality of the foregoing) insurance against any costs, charges, expenses, losses or liabilities suffered or incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or the exercise or purported exercise of their powers and discretions and/or otherwise in relation to or in connection with their duties, powers or offices in relation to the Company or any such other body, fund, trust, scheme or arrangement.

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THE SEAL

133. Use of seal

133.1  Neither the Seal nor any official seal kept under Section 40 of the Companies Act 1985 shall be affixed to any instrument except in the presence or by the authority of at least two Directors or at least one Director and the Secretary and such Directors or Director and Secretary shall sign every instrument to which either is so affixed in their presence or by their authority except that all forms of certificate for shares stock or debentures or representing any other form of security may be issued and sealed by the Registrars of the Company if there shall be in force a resolution of the Board to this effect and all forms of certificates shall bear the autographic signatures of one or more Directors and the Secretary unless there shall be for the time being in force a resolution of the Board that the same need not be signed or countersigned by any person (in which event no signature or counter signature shall be required) and such signatures may if the Board so resolves be affixed by mechanical means.

133.2  Where the Statutes so permit, any instrument signed by one Director and the Secretary or by two Directors and expressed to be executed by the Company shall have the same effect as if executed under the Seal, provided that no instrument shall be so signed which makes it clear on its face that it is intended by the person or persons making it to be a deed without the authority of the Board or of a committee authorised by the Board in that behalf. The Board may by resolution determine that such signatures or either of them shall be affixed by some method or system of mechanical or electronic means.

133.3  The Board may obtain such number of devices for affixing the Seal or any official seal kept pursuant to Section 40 of the Companies Act 1985 to any instrument as they shall think necessary or expedient and may in particular deliver such a device to any Registrars of the Company whether in the United Kingdom or abroad, provided that the Board shall provide for the safe custody of the Seal and any official seal kept pursuant to section 40 of the Companies Act 1985 and shall take such steps as may appear necessary to prevent any unauthorised use of any such device.

DIVIDENDS

134. Declarations of dividends by Company

The Company in general meeting may from time to time declare dividends to be paid to the Members according to their rights and interests in the profits, but no dividend shall be declared in excess of the amount recommended by the Board and no dividend shall be paid otherwise than out of profits available for distribution under the provisions of the Statutes.

135. Calculation of dividends

Subject to the rights of persons if any, entitled to shares with any priority, preference or special rights as to dividend, all dividends shall be declared and paid according to the amounts paid up on the shares in respect whereof the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this Article as paid up on the share. All dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend

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is paid; but if a share be issued on terms providing that it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly.

136. Payment of interim and fixed dividends by the Board

The Board may from time to time pay to the Members such interim dividends as appear to the Board to be justified by the profits of the Company; the Board may also pay the fixed dividend payable on any shares of the Company half-yearly or otherwise on fixed dates, whenever such profits, in the opinion of the Board, justify that course. Provided the Directors act in good faith they shall not incur any liability to the holders of any shares for any loss they may suffer by the lawful payment, on any other class of shares having rights ranking after or pari passu with those shares, of any such fixed or interim dividend as aforesaid.

137. Deductions of amounts due on shares and waiver of dividends

The Board may deduct from any dividend payable to any Member all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.

138. Interest

No dividend or other moneys payable on or in respect of a share shall bear interest against the Company. No dividend or interim dividend shall be paid otherwise than in accordance with the provisions of the Statutes which apply to the Company.

139. Forfeiture of dividends

All dividends, interest and other sums unclaimed for one year after having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed. All dividends, interest and other sums unclaimed for a period of twelve years after having been declared shall be forfeited and shall revert to the Company. The payment of any unclaimed dividend, interest or other moneys payable by the Company on or in respect of any share into a separate account shall not constitute the Company a trustee thereof.

140. Payment procedure

140.1  Every dividend shall be paid (subject to the Company’s lien) to those Members who shall be on the Register at the date fixed by the Directors for the purpose of determining the persons entitled to such dividend (whether the date of payment or some other date) notwithstanding any subsequent transfer or transmission of shares.

140.2  Any dividend, interest or other sum payable in cash to the holder of shares may be paid by direct debit, bank transfer, (subject always, in the case of uncertificated shares, to the facilities and requirements of the relevant system concerned, where payment is to be made by means of such system), cheque, warrant or money order and the same may be remitted by post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first on the Register in respect of the shares, or to such person and such address as the holder or joint holders may in writing direct, and the Company shall not be responsible for any loss of any such cheque, warrant or order. Every such cheque, order or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the registered holder or, in the case of joint holders, to the order

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of the holder whose name stands first on the Register in respect of such shares and the payment of such cheque, warrant or order shall be a good discharge to the Company. Any one or two or more joint holders may give effectual receipts for any dividends or other moneys payable in respect of the shares held by such joint holders. If on two consecutive occasions cheques, warrants or orders in payment of dividends or moneys payable in respect of any share have been sent through the post in accordance with the provisions of this Article but have been returned, undelivered or left uncashed during the periods which the same are valid, the Company need not thereafter dispatch further cheques or warrants in payment of dividends or other moneys payable in respect of the share in question until the Member or other person entitled thereto shall have communicated with the Company or has supplied in writing to the Office an address for the purpose.

141. Dividends other than in cash

Any general meeting declaring a dividend may, upon the recommendation of the Board, direct payment or satisfaction , of such dividend wholly or in part by the distribution of specific assets, and in particular of paid-up shares or debentures of any other company, and the Board shall give effect to such direction, and where any difficulty arises in regard to such distribution the Board may settle it as it thinks expedient, and in particular may issue fractional certificates and fix the value for distribution of any such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to secure equality of distribution and may vest any such specific assets in trustees upon trust for the persons entitled to the dividend as may seem expedient to the Board.

142. Establishment of reserve

The Board may before recommending any dividend set aside out of the profits of the Company such sums as it thinks proper as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may, at the like discretion either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit. The Board may divide the reserve into such special funds as they think fit, and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have divided as they think fit. The Board may also without placing the same to reserve carry forward any profits which it may think prudent not to divide.

143. Waiver of dividend

The waiver in whole or in part of any dividend on any share shall be effective only if such waiver is in writing (whether or not executed as a deed) signed by the shareholder (or the person entitled to the share in consequence of the death or bankruptcy of the holder or otherwise by operation of law) and delivered to the Company and if or to the extent that the same is accepted as such or acted upon by the Company.

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CAPITALISATION OF PROFITS

144. Power to capitalise

Subject to the provisions of Article 145, the Board may capitalise any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts (including any share premium account and capital redemption reserve) or to the credit of the profit and loss account (in each case, whether or not such amounts are available for distribution), and appropriate the sum resolved to be capitalised either:

144.1  to the holders of shares on the Register at the close of business on such date as may be specified in the resolution of the general meeting granting authority for such capitalisation who would have been entitled thereto if distributed by way of dividend and in the same proportions; or

144.2  to such number of the holders of shares who may, in relation to any dividend or dividends, validly accept (whether before or after the date of adoption or alteration of this Article) an offer or offers on such terms and conditions as the Board may determine (and subject to such exclusions or other arrangements as the Board may consider necessary or expedient to deal with legal or practical problems in respect of overseas shareholders or in respect of shares held by a depositary or its nominee) to receive new shares, credited as fully paid, in lieu of the whole or any part of any such dividend or dividends (any such offer being called a “Scrip Dividend Offer”);

and the Board shall apply such sum on their behalf either in or towards paying up any amounts, if any, for the time being unpaid on any shares held by such holders respectively or in paying up in full at par unissued shares or debentures of the Company to be allotted credited as fully paid up to such holders (where Article 144.1 applies, in the proportion aforesaid), or partly in the one way and partly in the other.

145. Authority required

145.1  The authority of the Company in general meeting shall be required for the Board to implement any Scrip Dividend Offer (which authority may extend to one or more offers) and may be given at any time, whether before or after the making or any acceptance of the Scrip Dividend Offer.

145.2  The authority of the Company in general meeting shall be required for any capitalisation pursuant to Article 144.1 above.

145.3  A share premium account and a capital redemption reserve and any other amounts which arc not available for distribution (and, in the case of a Scrip Dividend Offer, any other reserve and the profit and loss account) may, for the purposes of Article 144, only be applied in the paying up of unissued shares to be allotted to holders of shares of the Company credited as fully paid (and, in the case of any Scrip Dividend Offer, such shares shall be allotted in accordance with the terms of such Offer).

146. Provision for fractions etc

Whenever a capitalisation requires to be effected, the Board may do all acts and things which they may consider necessary or expedient to give effect thereto, with full power to the Board to make such provision as they think fit for the case of shares or debentures becoming distributable in fractions (including provisions whereby fractional entitlements are disregarded or the benefit thereof accrues to the Company rather than to the Members

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concerned) and also to authorise any person to enter on behalf of all Members concerned into an agreement with the Company providing for any such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

ACCOUNTS

147. Accounting records to be kept

The Board shall cause accounting records to be kept in accordance with the Statutes.

148. Location of accounting records

The accounting records shall be kept at the Office or, subject to the Statutes, at such other place or places as the Board may think fit and shall always be open to the inspection of the Directors and other officers of the Company. No Members (other than a Director or other officer) shall have any right of inspecting any account or book or document of the Company except as conferred by law or ordered by a court of competent jurisdiction authorised by the Board.

149. Power to extend inspection to Members

The Board shall from time to time, in accordance with the Statutes, cause to be prepared and to be laid before the Company in general meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are referred to in the Statutes.

150. Inspection of accounting records

A printed copy of every balance sheet and profit and loss account (including every document required by law to be annexed thereto) which is to be laid before the Company in general meeting and of the Directors’ and Auditors’ reports shall (in accordance with and subject as provided by the Statutes) not less than twenty-one days before the date of the meeting be sent to every Member (whether or not he is entitled to receive notices of general meetings of the Company) and to every holder of debentures of the Company (whether or not he is so entitled) and to every other person who is entitled to receive notices of general meetings of the Company under these Articles or the Statutes, provided that this Article shall not require a copy of these documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any shares or debentures and provided further that a summary financial statement may be sent to Members instead of such balance sheet, profit and loss account, annexures and reports insofar as permitted under the Statutes. To the extent permitted by the Statutes and agreed by the Member, the documents referred to in this Article may be sent by Electronic Communication.

AUDIT

151. Appointment of Auditors

Auditors shall be appointed and their duties regulated in accordance with the Statutes. Subject to the provisions of the Statutes, all acts done by any person acting as an Auditor shall, as regards all persons dealing in good faith with the Company, be valid,

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notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment or subsequently became disqualified.

NOTICES

152. Service of notice

Any notice or other document may be served by the Company on any Member either personally or by sending it through the post in a prepaid letter addressed to such Member at his registered address as appearing in the Register or at any other address in the United Kingdom which the Member shall have given in writing to the Company as his address for service or by giving it using Electronic Communications to an address for the time being notified for that purpose to the Company by the Member in a manner specified by the Board or as otherwise permitted by the Statutes. In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the Register, and notice so given shall be sufficient notice to all the joint holders.

153. Members resident abroad

Any Member described in the Register by an address not within the United Kingdom who shall, from time to time, give to the Company an address within the United Kingdom at which notices may be served upon him shall be entitled to have notices served upon him at such address, but save as aforesaid no Member other than a Member described in the Register by an address within the United Kingdom shall be entitled to receive any notice from the Company even if he has supplied an address for the purposes of receiving Electronic Communications.

154. Curtailment of postal service

If at any time by reason of the suspension or any curtailment of postal services in the United Kingdom or of Electronic Communications Systems the Company is unable effectively to convene a general meeting by notices sent through the post or (in the case of those Members in respect of whom an address has for the time being been notified to the Company, in the manner specified by the Board, for the purpose of giving notices by Electronic Communication) by Electronic Communication, a general meeting may be convened by a notice advertised on the same date in at least two daily newspapers with appropriate circulation and such notice shall be deemed to have been duly served on all Members entitled thereto at noon on the day when the advertisement appears. In any such case the Company shall send confirmatory copies of the notice by post or (as the case may be) using Electronic Communication if at least seven days prior to the date of the meeting the posting of notices to addresses throughout the United Kingdom or (as the case may be) the sending of notices by Electronic Communication again becomes practicable.

155. Notice deemed served

Service of the notice (or other document) shall be deemed to be effected by properly addressing, prepaying, and posting a letter containing the notice (or other document), and to have been effected at the latest within twenty-four hours if prepaid as first-class and within seventy-two hours if prepaid as second-class after the letter containing the same is posted or, in the case of a notice (or other document) contained in an Electronic Communication, at the

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expiration of twenty-four - hours after the time it was sent; and in proving service of letters (or other document sent by post) it shall be sufficient to prove that the letter containing the same was properly addressed and stamped and put into a post office. Proof that a notice (or other document) contained in an Electronic Communication was sent in accordance with guidance from time to time issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.

156. Service of notice on persons entitled by transmission

A notice (or other document) may be given by the Company to the persons entitled to a share in consequence of the death or bankruptcy of a Member by sending it by Electronic Communication or through the post in a prepaid letter addressed to them by name, or by the title of representatives of the deceased or trustee of the bankrupt, or by any like description, at the address, if any, within the United Kingdom or address used for the purpose of Electronic Communication supplied for the purpose by the persons claiming to be so entitled, or (until such an address has been so supplied) by giving the notice (or other document) in any manner including by way of Electronic Communication in which the same might have been given if the death or bankruptcy had not occurred.

157. Persons entitled to receive notice

Subject to such restrictions affecting the right to receive notice as are for the time being applicable to the holders of any class of shares, notice of every general meeting shall be given in any manner hereinbefore authorised to:

157.1  every Member except those Members who (having no registered address within the United Kingdom) have not supplied to the Company an address within the United Kingdom for the giving of notices to them;

157.2  the Auditor for the time being of the Company;

157.3  the Directors and (if any) alternate Directors.

No other person shall be entitled to receive notices of general meetings.

ELECTRONIC COMMUNICATION

158. Electronic Communication

Notwithstanding anything in these Articles to the contrary, but subject to the Statutes;

158.1  any notice or other document to be given or sent to any person by the Company is also to be treated as given or sent where:

(a) the Company and that person have agreed that any notice or other document required to be given or sent to that person may instead be accessed by him on a web site;

(b) the meeting (in the case of a notice of meeting) or other document (in any other case) is one to which that agreement applies;

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(c) that person is notified, in a manner for the time being agreed between him and the Company, of the publication of the notice or (as the case may be) other document on a web site, the address of that web site and the place on that web site where the notice or (as the case may be) other document may be accessed and how it may be accessed;

(d) in the case of a notice of meeting, such notice of meeting is published in accordance with Article 158.2 below and the notification referred to in (c) above states that it concerns a notice of a company meeting served in accordance with the Companies Act 1985; specifies the place, date and time of the meeting; and states whether the meeting is to be an annual or extraordinary general meeting; and

(e) in the case of a document referred to in section 238 of the Companies Act 1985, and in the case of a document comprising a summary financial statement referred to in section 251 of the Companies Act 1985, such document is published in accordance with Article 158.2 below;

and in the case of a notice of meeting or other document so treated, such notice or other document is to be treated as so given or sent, as the case may be, at the time of the notification mentioned in (c) above; and

158.2  where a notice of meeting or other document is required by Article 158.1(d) or (e) above to be published in accordance with this Article 158.2, it shall be treated as so published only if:

(a) in the case of a notice of meeting, the notice is published on the web site throughout the period beginning with the giving of the notification referred to in Article 158.1(c) above and ending with the conclusion of the relevant meeting; and

(b) in the case of a document referred to in Article 158.1(e) above, the document is published on the web site throughout the period beginning at least twenty-one days before the date of the relevant meeting and ending with the conclusion of the meeting and the notification referred to in Article 158.1(c) above is given not less than twenty-one days before the date of the meeting;

but so that nothing in this Article 158.2 shall invalidate the proceedings of the meeting where the notice or other document is published for a part, but not all, of the period mentioned in (a) or, as the case may be (b) of this Article 158.2 and the failure to publish the notice or other document throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the Company to prevent or avoid.

159. Signature of documents

159.1  Where under these Articles a document requires to be signed by a Member or other person then, if in the form of an Electronic Communication, it must to be valid incorporate the electronic signature or personal identification details (which may be details previously allocated by the Company) of that Member or other person, in such form as the Board may approve, or be accompanied by such other evidence as the Board may require to satisfy themselves that the document is genuine. The Company may designate mechanisms for validating any such document, and any such document not so validated by use of such mechanisms shall be deemed not to have been received by the Company.

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159.2  The Board may from time to time make such arrangements or regulations (if any) as they may from time to time in their absolute discretion think fit in relation to the giving of notices or other documents by Electronic Communication by or to the Company and otherwise for the purpose of implementing and/or supplementing the provisions of these Articles and the Statutes in relation to Electronic Communications; and such arrangements and regulations (as the case may be) shall have the same effect as if set out in this Article.

WINDING-UP

160. Distribution of assets

If the Company shall be wound up the Liquidator may, with the sanction of an extraordinary resolution of the contributories, divide among the contributories in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and for such purpose may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the contributories or different classes of contributories and, may with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the Liquidator, with the like sanction shall think fit.

INDEMNITY

161. Indemnity of officers

Subject to the provisions of the Statutes but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every Director, Managing Director, Manager, Officer and Auditor of the Company shall be indemnified out of the assets of the Company against all costs, charges, expenses, losses or liabilities incurred by him in or about the execution of the duties of his office or otherwise in relation thereto, including a liability incurred by him or the Auditor in defending any proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted, or in connection with any application in which relief is granted to him by the Court and the Company may purchase and maintain for any such Director, Managing Director, Manager, Officer or Auditor insurance against any such costs, charges, expenses, losses or liabilities including any liability which by virtue of any rule of law would otherwise attach to him or the Auditor in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the Company.

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EX-4.1

Exhibit 4.1

INDENTURE, dated as of December 14, 2004, among AMVESCAP PLC, a public limited company duly organized and existing under the laws of the United Kingdom (the “Company”), A I M MANAGEMENT GROUP INC., A I M ADVISORS, INC., INVESCO INSTITUTIONAL (N.A.), INC., and INVESCO NORTH AMERICAN HOLDINGS, INC. (collectively, the “Guarantors”) and SunTrust Bank, a bank and trust company duly organized and existing under the laws of Georgia (the “Trustee”).

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Indenture to create and provide for the issuance from time to time of 4.500% Senior Notes Due 2009 (the “Initial Securities”) and 4.500% Senior Notes Due 2009, Series B (the “Exchange Securities” and, together with the Initial Securities and any Additional Securities, the “Securities”) of substantially the tenor as hereinafter set forth.

Each of the Guarantors has duly authorized the execution and delivery of this Indenture to provide for the issuance of guarantees of the Securities as provided in this Indenture.

Upon the effectiveness of the Exchange Offer Registration Statement (as defined herein) or the Shelf Registration Statement (as defined herein), this Indenture will be subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.

All things necessary to make this Indenture a valid and legally binding agreement of the Company and the Guarantors, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

Section 1.01 Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(b) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(c) unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Indenture; and

(d) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

“Act”, when used with respect to any Holder, has the meaning specified in Section 1.04.

“Additional Amounts” has the meaning set forth in Section 10.04.

“Additional Securities” has the meaning set forth in Section 3.01.

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control”, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent Member” means any member of or participant in, the Depositary.

“Applicable Procedures” means applicable procedures of the Depositary, Euroclear or Clearstream, as the case may be.

“Board of Directors” means, as the context requires, either the board of directors of the Company or a Guarantor, as the case may be, or any duly authorized committee of that board.

“Board Resolution” means, as the context requires, a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or a Guarantor, as the case may be, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York or London, England are authorized or obligated by law or executive order to close.

“Change in Tax Law” has the meaning specified in Section 11.01(a).

“Clearstream” means Clearstream Banking, S.A., or any successor securities clearing agency.

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“Commission” means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Company” means the Person named as the “Company” in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by its Chairman, its Chief Executive Officer, its President, any Vice President, its Treasurer or an Assistant Treasurer, and delivered to the Trustee.

“Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financing practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.

“Comparable Treasury Price” means (a) the average of three Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations.

“Corporate Trust Office” means the principal corporate trust office of the Trustee, at which at any particular time its corporate trust business shall be administered, which office at the date of execution of this Indenture is located at 25 Park Place, 24^th Floor, Atlanta, Georgia 30303.

“Credit Facilities” means (a) the Five-Year Credit Agreement, dated as of June 18, 2001, as amended on June 16, 2003, among the Company, as borrower, Citibank, N.A., Bank of America, N.A. and HSBC Bank Plc, as co-syndication agents, Bank of America, N.A., as funding agent, and the initial lenders named therein, as the same may be amended, modified, extended, refinanced, restated or replaced from time to time, (b) the 364-Day Credit Agreement, dated as June 18, 2001, as amended on June 16, 2003, among the Company, as borrower, Citibank, N.A., Bank of America, N.A. and HSBC Bank Plc, as co-syndication agents, Bank of America, N.A., as funding agent, and the initial lenders named therein, as the same may be amended, modified, extended, refinanced, restated or replaced from time to time, and (c) any other agreement or agreements between the Company and one or more financial institutions providing for the making of loans or advances on a revolving basis, term loans, the issuance of letters of credit and/or the creation of bankers’ acceptances to fund, among other things, the Company’s general corporate requirements.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Defaulted Interest” has the meaning specified in Section 3.09.

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“Depositary” means The Depository Trust Company, its nominees and successors.

“Euroclear” means the Euroclear Bank, S.A./N.V., or any successor securities clearing agency.

“Event of Default” has the meaning specified in Section 5.01.

“Exchange Act” means the Securities and Exchange Act of 1934, as amended from time to time, and the rules and regulations thereunder.

“Exchange Offer” means the exchange offer that may be effected pursuant to the Registration Rights Agreement or other substantially similar exchange offer relating to the Initial Securities and any Additional Securities.

“Exchange Offer Registration Statement” means the Exchange Offer Registration Statement as defined in the Registration Rights Agreement.

“Exchange Security” means any Security issued in exchange for an Initial Security or Initial Securities and any Additional Security or Additional Securities pursuant to the Exchange Offer or otherwise registered under the Securities Act and any Security with respect to which the next preceding Predecessor Security of such Security was an Exchange Security.

“Global Security” shall have the meaning specified in Section 2.01.

“Guarantees” has the meaning specified in Section 13.01.

“Guarantor” means (a) each Person named as the “Guarantor” in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Guarantor” shall mean such successor Person and (b) any Person that becomes a Guarantor after the date of this Indenture pursuant to Section 10.09 hereof.

“Holder” means the Person in whose name a Security is, at the time of determination, registered on the Security Register.

“Indebtedness” means indebtedness for borrowed money or for the unpaid purchase price of real or personal property of the Company in accordance with generally accepted accounting principles in the United Kingdom, consistently applied, that are then in effect.

“Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof.

“Initial Securities” has the meaning stated in the first recital of this Indenture.

“Interest Payment Date” means the Stated Maturity of an installment of interest on the Securities.

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“Listing Failure” has the meaning specified in Section 10.04.

“Luxembourg Paying Agent” means Banque Générale du Luxembourg S.A. or any successor thereto appointed by the Company.

“Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption or otherwise.

“Obligations” means the obligations of the Company and any other obligor hereunder or under the Securities, including the Guarantors, to pay principal of, interest on and Additional Amounts with respect to the Securities when due and payable at Maturity, and all other amounts due or to become due under or in connection with this Indenture, the Securities and the performance of all other obligations to the Trustee (including all amounts due to the Trustee under Section 6.07 hereof) and the Holders under this Indenture and the Securities according to the terms hereof and thereof.

“Officers’ Certificate” means a certificate signed by the Chairman, the Executive Chairman, the Chief Executive Officer, the President, the Chief Financial Officer, the General Counsel or any Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary, an Assistant Secretary or the Chief Financial Officer (provided that the Chief Financial Officer may only sign on behalf of the Company or any Guarantor once) of the Company or any Guarantor, as applicable, and delivered to the Trustee.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company or the Guarantors, as applicable, including an employee of the Company, and who shall be acceptable to the Trustee.

“Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(a) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(b) Securities, or portions thereof, for whose payment, redemption or purchase money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; the Paying Agent (if other than the Trustee) shall give prompt written notice of any such deposit to the Trustee;

(c) Securities, except to the extent provided in Article XII, with respect to which the Company has effected defeasance and/or covenant defeasance as provided in Article XII; and

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(d) Securities which have been paid pursuant to Section 3.08 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands the Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, consent, notice or waiver hereunder, and for the purpose of making the calculations required by TIA Section 313, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee has actual knowledge are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor.

“Paying Agent” means any Person authorized by the Company to pay the principal of or interest on any Securities on behalf of the Company.

“Person” means any individual, corporation, limited or general partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Place of Payment” means, when used with respect to the Securities, the place or places where the principal of and interest on the Securities are payable as specified as contemplated by Section 3.01 and Section 3.09.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.08 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Private Placement Legend” has the meaning specified in Section 2.02.

“QIB” means a “Qualified Institutional Buyer” under Rule 144A.

“Redemption Date”, when used with respect to any Security to be redeemed, in whole or in part, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Reference Treasury Dealer” means Citigroup Global Markets Inc., J.P. Morgan Securities Inc., and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and their respective

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successors, and any other primary treasury dealer selected by the Trustee and acceptable to the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.

“Registrar” means SunTrust Bank and any successor authorized by the Company to act as Registrar.

“Registration Rights Agreement” means the Registration Rights Agreement dated as of December 14, 2004 , among the Company, the Guarantors and the initial purchasers named therein.

“Registration Statement” means the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be.

“Regular Record Date” for the interest payable on any Interest Payment Date means the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.

“Regulation S” means Regulation S under the Securities Act.

“Regulation S Global Security” has the meaning specified in Section 2.01.

“Responsible Officer” when used with respect to the Trustee, means any officer within the corporate trust department at the Corporate Trust Office (or any successor office) of the Trustee, including any Vice President, Assistant Vice President or any other officer of the Trustee customarily performing functions similar to those performed by any of the above-designated officers, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Restricted Global Security” has the meaning specified in Section 2.01.

“Restricted Period” has the meaning set forth in Section 3.06.

“Rule 144A” means Rule 144A under the Securities Act.

“Securities” means the Initial Securities, the Exchange Securities and any Additional Securities and more particularly means any Securities authenticated and delivered under this Indenture. All Initial Securities, Exchange Securities and Additional Securities shall vote together and be treated for all purposes as one series of Securities under this Indenture.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations thereunder.

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“Security Register” has the meaning set forth in Section 3.05.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.09.

“Stated Maturity” means, when used with respect to any Security or any installment of interest thereon, the date specified in such Security as the fixed date on which the principal of such Security or such installment of interest is due and payable.

“Subsidiary” means any Person a majority of the equity ownership or voting stock of which is at the time owned, directly or indirectly, by the Company and/or one or more Subsidiaries of the Company. For the purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

“Tax” means any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and any other liabilities related thereto).

“Taxing authority” means any government or political subdivision or territory or possession of any government or any authority or agency therein or thereof having power to tax.

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue (computed as of the third Business Day immediately preceding the Redemption Date), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended, as in force at the date as of which this Indenture was executed, except as provided in Section 9.05.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor Trustee.

“U.K. Withholdings Taxes” has the meaning specified in Section 10.04.

“U.S. Government Obligations” has the meaning set forth in Section 12.04.

“U.S. Physical Securities” has the meaning set forth in Section 2.01.

Section 1.02 Compliance Certificates and Opinions.

Upon any application or request by the Company or the Guarantor to the Trustee to take any action under any provision of this Indenture, the Company or the Guarantor, as the case may be, shall furnish to the Trustee such certificates and opinions as may be required under the Trust

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Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company or the Guarantor, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 10.06(a)) shall include:

(a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 1.03 Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company and/or any Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company and/or any such Guarantor stating that the information with respect to such factual matters is in the possession of the Company and/or any such Guarantors, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

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Section 1.04 Acts of Holders.

Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in Person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company or the Guarantors. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee, the Company and the Guarantors, if made in the manner provided in this Section.

The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

The ownership of Securities shall be proved by the Security Register.

If the Company or any Guarantor shall solicit from the Holders of Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company or any such Guarantor (as the case may be), may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company or any such Guarantor (as the case may be) shall have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu

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thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company and/or the Guarantors in reliance thereon, whether or not notation of such action is made upon such Security.

For all purposes of this Indenture, all Initial Securities, Exchange Securities and Additional Securities shall vote together as one series of Securities under this Indenture.

Section 1.05 Notices, etc., to Trustee, Company or Guarantors.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:

(a) the Trustee by any Holder, the Company or any Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing or mailed, first-class postage prepaid, to or with the Trustee at its Corporate Trust Office, or sent by facsimile to the Trustee (with receipt confirmed by telephone) at 404-588-7335; or

(b) the Company by the Trustee, any Holder or any Guarantor shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at 30 Finsbury Square, London EC2A 1AG, England, Attention: Secretary, or sent by facsimile to the Company at 011-44-020-7012-0642 (with receipt confirmed by phone at 011-44-(0)207-638-0731) with a copy to 1315 Peachtree Street, N.E., Suite 500, Atlanta, Georgia 30309, Attention: Chief Financial Officer, or sent by facsimile at (404) 724-4280 (with receipt confirmed by telephone at (404) 724-4251), or at any other address or facsimile number previously furnished in writing to the Trustee by the Company; or

(c) any Guarantor by the Company, any other Guarantor, the Trustee or any Holder shall be sufficient for any purpose hereunder (unless otherwise herein expressly provided) if in writing, and mailed, first class postage prepaid, to such Guarantor addressed to it c/o AMVESCAP PLC, 1315 Peachtree Street, N.E., Suite 500, Atlanta, Georgia 30309, Attention: General Counsel, or sent by facsimile to such Guarantor at (404) 724-4280 (with receipt confirmed by telephone at (404) 479-2889), or at any other address or facsimile number previously furnished in writing to the Trustee by such Guarantor; or

(d) the Luxembourg Paying Agent by the Company, any Guarantor, the Trustee or any Holder shall be sufficient for any purpose hereunder (unless otherwise herein expressly provided) if in writing, and mailed, first class postage prepaid, to the Luxembourg Paying Agent addressed to it at Banque Générale du Luxembourg S.A., 50 Avenue J.F. Kennedy, L-2951 Luxembourg, or at any other address or facsimile number previously furnished in writing to the Company.

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Section 1.06 Notice to Holders, Waiver.

Where this Indenture provides for notice of any event to Holders by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder.

Section 1.07 Conflict of any Provision of Indenture with Trust Indenture Act.

If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Sections 310 to 318, inclusive, of the Trust Indenture Act, or conflicts with any provision (an “incorporated provision”) required by or deemed to be included in this Indenture by operation of such Trust Indenture Act sections, such imposed duties or incorporated provision shall control.

Section 1.08 Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.09 Successors and Assigns.

All covenants and agreements in this Indenture by the Company and the Guarantors shall bind its respective successors and assigns, whether so expressed or not.

Section 1.10 Separability Clause.

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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Section 1.11 Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto, any Paying Agent, any Securities Registrar and their successors hereunder, and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 1.12 Counterparts.

This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

Section 1.13 Governing Law.

This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York (without regard to applicable principles of conflicts of law thereof). Upon the issuance of the Exchange Securities, if any, or the effectiveness of the Exchange Offer Registration Statement or, under certain circumstances, the effectiveness of the Shelf Registration Statement, this Indenture shall be subject to the provisions of the Trust Indenture Act that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.

Section 1.14 Legal Holidays.

In any case where any Interest Payment Date, Redemption Date, date established for payment of Defaulted Interest pursuant to Section 3.09, Stated Maturity or Maturity with respect to any Security or other day on which principal, interest or Additional Amounts in respect or the Securities is due, shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Securities) payment of principal, interest or Additional Amounts need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date, date established for payment of Defaulted Interest pursuant to Section 3.09 or Stated Maturity or Maturity; provided that no interest shall accrue for the period from and after such Interest Payment Date or other such day, Redemption Date, date established for payment of Defaulted Interest pursuant to Section 3.09, Stated Maturity or Maturity, as the case may be, to the next succeeding Business Day.

Section 1.15 Agent for Service; Submission to Jurisdiction; Waiver of Immunities and Jury Trial.

The Company and each Guarantor agree that any suit, action or proceeding against the Company or any Guarantor arising out of or based upon this Indenture or the transactions contemplated hereby may be instituted in any State or Federal court in The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the nonexclusive jurisdiction of such courts in any suit, action or proceeding. The Company and each Guarantor has appointed CT Corporation System, 111 Eighth Avenue, New York, New York 10011 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding

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arising out of or based upon this Indenture or the transactions contemplated herein which may be instituted in any State or Federal court in The City of New York, New York, and expressly accepts the nonexclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company and the Guarantors further agree to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Indenture. If for any reason CT Corporation System shall cease to be available to act as such authorized agent for the Company and the Guarantors, the Company the Guarantors agree to designate a new agent in the State of New York on the terms and for the purpose of this Section 1.15 The Company and each Guarantor hereby represent and warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company and each Guarantor agree to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Indenture may be instituted in any court of competent jurisdiction in England.

To the extent that the Company or any Guarantor has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service of notice, attachment in aid of or otherwise) with respect to itself or its property, it hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Indenture, the Securities or the Guarantees, as applicable.

Section 1.16 Currency.

(a) Each reference in this Indenture to U.S. dollars (the “relevant currency”) is of the essence. To the fullest extent permitted by law, the obligation of the Company in respect of any amount due with respect to the Securities or any other obligation under this Indenture will, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the relevant currency that the party entitled to receive such payment may, in accordance with its normal procedures, purchase with the sum paid in such other currency (after any premium and costs of exchange) on the Business Day immediately following the day on which such party receives such payment. If the amount in the relevant currency that may be so purchased for any reason falls short of the amount originally due, the Company will pay such additional amounts, in the relevant currency, as may be necessary to compensate for the shortfall. Any obligation of the Company not discharged by such payment will, to the fullest extent permitted by applicable law, be due as a separate and independent obligation and, until discharged as provided herein, will continue in full force and effect.

(b) The Company and the Guarantors, jointly and severally, agree to indemnify each Holder against any loss incurred by such Holder as a result of any judgment or order being given or made against the Company or any of the Guarantors, for any U.S. dollar amount due under this Indenture and such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into the Judgment Currency for the

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purpose of such judgment or order and (ii) the spot rate of exchange in the City of New York at which such party on the date of payment of such judgment or order is able to purchase U.S. dollars with the amount of the Judgment Currency actually received by such party if such party had utilized such amount of Judgment Currency to purchase U.S. dollars as promptly as practicable upon such party’s receipt thereof. The foregoing indemnity shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, U.S. dollars.

ARTICLE II

SECURITY FORMS

Section 2.01 Forms Generally.

The Securities and the Trustee’s certificate of authentication shall be in substantially the form annexed hereto as Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security.

The definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such Securities.

The terms and provisions contained in the form of the Securities annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Initial Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities without interest coupons substantially in the form set forth in Exhibit A (collectively “Restricted Global Security”) deposited with, or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Restricted Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Initial Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Securities in fully registered form without interest coupons substantially in the form set forth in Exhibit A (collectively, the “Regulation S Global Security” and, together with the Restricted Global Security, the “Global Securities” or each individually, a “Global Security”). The Regulation S Global Security will be registered in the name of a nominee of the Depositary and deposited with or on behalf of the Depositary or with

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the Trustee, as custodian for Depositary, for the accounts of Euroclear and Clearstream. The aggregate principal amount of the Regulation S Global Security may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Until and including the 40th day after the date of this Indenture, beneficial interests in the Regulation S Global Security may be held only through Euroclear or Clearstream, unless delivery is made through the Restricted Global Security in accordance with the certification requirements provided in this Indenture.

If the Depositary is at any time unwilling or unable to continue as a depositary, or if, in the case of the Regulation S Global Security held for an account of Euroclear or Clearstream, Euroclear or Clearstream, as the case may be, is closed for business for 14 continuous days or announces an intention to cease or permanently ceases business, the Company will issue certificates for the Securities in definitive, fully registered, non-global form without interest coupons in exchange for the Regulation S Global Security or Restricted Global Security, as the case may be. In all cases, certificates for Securities delivered in exchange for any Global Security or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by the Depositary.

In the case of certificates for Securities in non-global form issued in exchange for the Regulation S Global Security or Restricted Global Security, such certificates will bear the first legend appearing under Section 2.02 of this Indenture (unless the Company determines otherwise in accordance with applicable law). The holder of a Security in non-global form may transfer such Security, subject to compliance with the provisions of such legend, by surrendering it at the office or agency maintained by the Company for such purpose in the Borough of Manhattan, The City of New York, which initially will be the office of the Trustee.

Initial Securities offered and sold other than as global securities shall be issued in the form of permanent certificated Securities in registered form in substantially the form set forth in this Article (the “U.S. Physical Securities”).

Section 2.02 Restrictive Legends.

Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for an Exchange Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, each certificate representing a Security shall contain a legend substantially to the following effect (the “Private Placement Legend”) on the face thereof:

“THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A

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TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF SUCH OFFSHORE JURISDICTION, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND ANY JURISDICTION OUTSIDE THE UNITED STATES.”

Each Global Security, whether or not an Initial Security, shall also bear the following legend on the face thereof:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 3.06 AND 3.07 OF THE INDENTURE.

ARTICLE III

THE SECURITIES

Section 3.01 Title and Terms.

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. Concurrently with the execution and delivery of this Indenture, the aggregate principal amount of Initial Securities to be authenticated and delivered

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under this Indenture is $300,000,000. Additional Securities, which may be Initial Securities or Exchange Securities (“Additional Securities”), may be authenticated and delivered under this Indenture at any time from time to time, and such Securities will have the same terms and conditions as, and be treated as a single class (for all purposes under this Indenture) with, all such previously authenticated and delivered Securities.

The Initial Securities shall be known and designated as the “4.500% Senior Notes Due 2009” and the Exchange Securities shall be known and designated as the “4.500% Senior Notes Due 2009, Series B.” The Stated Maturity of the Securities shall be December 15, 2009 and the Securities shall bear interest at the rate of 4.500% per annum from their date of original issue, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually in arrears on June 15 and December 15 in each year, commencing on the date set forth in the definitive form of such Securities, until the principal thereof is paid or duly provided for, to the Person in whose name the Security (or any Predecessor Security) is registered at the close of business on the June 1 or December 1 next preceding such Interest Payment Date.

The principal of and interest on the Securities shall be payable, and the Securities shall be exchangeable and transferable, at the office or agency of the Company in (i) The City of New York and, (ii) so long as the Securities are listed on the Luxembourg Stock Exchange, and the rules of such stock exchange require, in Luxembourg, in each case maintained for such purposes, (which initially shall be the office of the Trustee located at SunTrust Bank, c/o SunTrust Robinson Humphrey Capital Markets, 125 Broad Street, 3^rd Floor, New York, New York 10004, Attention: Randy Brougher, and the office of the Luxembourg Paying Agent located at Banque Générale du Luxembourg S.A., 50 Avenue J.F. Kennedy, L-2951 Luxembourg) or, at the option of the Company, interest may be paid by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register; provided that all payments with respect to Securities the Holders of which have given wire transfer instructions to the Trustee (or other Paying Agent) by the Regular Record Date for such payment, will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof).

Securities that remain outstanding after the consummation of the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture.

The Securities shall be redeemable as provided in Article XI.

Section 3.02 Denominations.

The Securities shall be issuable only in registered form without coupons and only in denominations of US$2,000 and integral multiples of $1,000 in excess thereof.

Section 3.03 Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by any Director or member of its Executive Committee. The Guarantees endorsed thereon shall be executed on behalf of each Guarantor by any authorized officer of each Guarantor. The signature of any of these officers on the Securities or the Guarantees may be manual or facsimile signatures of the present or any

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future such authorized officer and may be imprinted or otherwise reproduced on the Securities and the Guarantees.

Securities or Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or the applicable Guarantor shall bind the Company or the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Initial Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Initial Securities directing the Trustee to authenticate the Securities and certifying that all conditions precedent to the issuance of Securities contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Initial Securities. On Company Order, the Trustee shall authenticate for original issue Exchange Securities; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities and any Additional Securities of a like aggregate principal amount together with a Company Order for the authentication of such Securities certifying that all conditions precedent to the issuance have been complied with (including the effectiveness of a registration statement related thereto). In each case, the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of Securities. Such order shall specify the amount of Securities to be authenticated and the date on which the original issue of Initial Securities, Additional Securities or Exchange Securities is to be authenticated.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in Exhibit A duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.

In case the Company, pursuant to Article VIII, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and

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deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name.

Section 3.04 Temporary Securities.

Pending the preparation of definitive Securities, the Company and the Guarantors may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities having duly executed Guarantees endorsed thereon, which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and Guarantees may determine, as conclusively evidenced by their execution of such Securities.

If temporary Securities are issued, the Company and the Guarantors will cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company designated for such purpose pursuant to Section 10.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the Company and the Guarantors shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities having Guarantees duly endorsed thereon of authorized denominations. Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities.

Section 3.05 Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 10.02 being herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as “Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.

Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 10.02, the Company and the Guarantors shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities having duly executed Guarantees endorsed thereon of any authorized denomination or denominations of a like aggregate principal amount.

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At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange (including an exchange of Initial Securities and any Additional Securities for Exchange Securities), the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive; provided that no exchange of Initial Securities or any Additional Securities for Exchange Securities shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission and that the Initial Securities and any Additional Securities to be exchanged for the Exchange Securities shall be cancelled by the Trustee.

All Securities and Guarantees issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Guarantees surrendered upon such registration of transfer or exchange.

Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.08 not involving any transfer.

The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 11.04 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

Notwithstanding anything to the contrary contained herein, the Trustee shall have no duty whatsoever to monitor Federal or State securities laws other than to collect the certificates required herein.

Section 3.06 Book-Entry Provisions for Restricted Global Security.

(a) Any Global Security initially shall (i) be registered in the name of Cede & Co., as nominee of the Depositary, (ii) be deposited with, or on behalf of, the Depositary or with the Trustee, as custodian for such Depositary, and (iii) bear legends as set forth in Section 2.02.

The Depositary or its nominee shall be the Holder of the Global Securities, and owners of beneficial interests in the Securities represented by the Global Securities shall hold such interests pursuant to the procedures and practices of the Depositary. Any such owner’s beneficial ownership of any such Securities will be shown only on, and the transfer of such ownership

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interest shall be effected only through, records maintained by the Depositary or its nominee. Investors in any Regulation S Global Security may hold their interests in such Regulation S Global Security through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. After the expiration of the applicable Restricted Period (but not earlier), investors in any Regulation S Global Security may also hold such interests through organizations other than Euroclear or Clearstream that are participants in the Depositary’s system. Euroclear and Clearstream will hold interests in such Regulation S Global Security on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries, which, in turn, will hold such interests in such Regulation S Global Security in customer’s securities accounts in the depositaries’ names on the books of the Depositary. All interests in a Global Security, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of the Depositary. Those interests held through Euroclear and Clearstream will be subject to the procedures and requirements of such system. As used herein, the term “Restricted Period” means the period of 40 consecutive days beginning on and including the first day after the later of (i) the day on which the Securities are first offered to persons other than distributors (as defined in Regulation S), if applicable, and (ii) the original issue date of the Securities.

(b) Transfers of any Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in any Global Security may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 3.07.

Unless (i) the Depositary notifies the Company that it is unwilling or unable to continue as depositary for a Global Security or ceases to be a “Clearing Agency” registered under the Exchange Act or announces an intention permanently to cease business or does in fact do so and a successor Depositary is not appointed by the Company within 90 days of such notice, (ii) an Event of Default has occurred and is continuing with respect to a Global Security or (iii) Company determines that the Global Securities (in whole or in part) should be exchanged for definitive Securities; provided that (x) such exchange is required by (A) any applicable law or (B) any event beyond the Company’s control or (y) payments of interest on any Global Security, or beneficial interest are, or would become, subject to any deduction or withholding for taxes, owners of beneficial interests in a Global Security will not be entitled to have any portions of such Global Security registered in their names, will not receive or be entitled to receive physical delivery of Securities in definitive form and will not be considered the owners or holders of the Global Security.

(c) Securities issued in exchange for a Global Security or any portion thereof pursuant to the last sentence of subsection (b) of this Section shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Security, the principal amount thereof shall be reduced, by an amount equal to the portion

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thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Security issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. In the event of the occurrence of any of the events specified in the last sentence of subsection (b) of this Section 3.06, the Company will promptly make available to the Trustee a reasonable supply of certificated Securities in definitive form.

(d) Except as otherwise set forth in this Indenture or a Global Security, owners of beneficial interests in the Securities evidenced by a Global Security will not be entitled to any rights under this Indenture with respect to such Global Security, and the Depositary or its nominee may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any such agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or its nominee or impair, as between the Depositary or its nominee and such owners of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary or its nominee as Holder of any Security.

Section 3.07 Special Transfer Provisions.

Unless and until (i) an Initial Security is sold under an effective Registration Statement, or (ii) an Initial Security is exchanged for an Exchange Security in connection with an effective Registration Statement, the following provisions shall apply:

(a) Restricted Global Security to Regulation S Global Security. If, at any time, an owner of a beneficial interest in a Restricted Global Security deposited with the Depositary (or the Trustee as custodian for the Depositary) wishes to transfer its interest in such Restricted Global Security to a Person who is required or permitted to take delivery thereof in the form of an interest in a Regulation S Global Security, such owner shall, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Regulation S Global Security as provided in this Section 3.07(a). Upon receipt by the Trustee of (1) instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited a beneficial interest in the Regulation S Global Security in an amount equal to the beneficial interest in the applicable Restricted Global Security to be exchanged, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and the Euroclear or Clearstream account (if applicable) to be credited with such increase, and (3) a certificate substantially in the form of Exhibit B hereto given by the owner of such beneficial interest, the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount of the applicable Restricted Global Security and to increase or cause to be increased the aggregate principal amount of the applicable Regulation S Global Security by the principal amount of the beneficial interest in the Restricted Global Security to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security equal to the reduction in the aggregate principal amount of the

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applicable Restricted Global Security, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Restricted Global Security that is being exchanged or transferred.

(b) Regulation S Global Security to Restricted Global Security. If, at any time, an owner of a beneficial interest in a Regulation S Global Security deposited with the Depositary or with the Trustee as custodian for the Depositary wishes to transfer its interest in such Regulation S Global Security to a Person who is required or permitted to take delivery thereof in the form of an interest in a Restricted Global Security, such owner shall, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Restricted Global Security, as provided in this Section 3.07(b). Upon receipt by the Trustee of (1) instructions given in accordance with the Applicable Procedures from an Agent Member, directing the Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the Restricted Global Security equal to the beneficial interest in the Regulation S Global Security to be exchanged, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary to be credited with such increase and (3) if such transfer is requested prior to the expiration of the Restricted Period, a certificate in the form of Exhibit C attached hereto given by the owner of such beneficial interest, the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount of such Regulation S Global Security and to increase or cause to be increased the aggregate principal amount of the applicable Restricted Global Security by the principal amount of the beneficial interest in the Regulation S Global Security to be exchanged, and the Trustee, as Registrar, shall instruct the Depositary, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the applicable Restricted Global Security equal to the reduction in the aggregate principal amount of such Regulation S Global Security and to debit or cause to be debited from the account of the Person making such transfer the beneficial interest in the Regulation S Global Security that is being transferred. After the expiration of the Restricted Period, the certificate described in clause (3) above shall no longer be required to effect transfers pursuant to this Section 3.07(b).

(c) Transfers of U.S. Physical Securities for Restricted Global Security or Regulation S Global Security. If the holder of a U.S. Physical Security wishes at any time to transfer such holder’s U.S. Physical Security to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Security or the Restricted Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 3.07(c). Upon receipt by the Trustee of (1) instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited a beneficial interest in the Regulation S Global Security or Restricted Global Security, as the case may be, in a principal amount equal to that of the U.S. Physical Securities to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary (and the Euroclear or Clearstream account, as applicable) to be credited with such beneficial interest and (3) a certificate in substantially the form set forth in Exhibit D, given by the

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holder of such U.S. Physical Security, the Trustee, as Security Registrar, shall instruct the Depositary to increase the principal amount of the Regulation S Global Security or the Restricted Global Security, as the case may be, by the principal amount of the U.S. Physical Security to be so transferred, and to cancel or cause to be canceled such U.S. Physical Security.

(d) Restricted Global Security or U.S. Physical Security to Regulation S Global Security After Two Years. If the holder of a beneficial interest in a Restricted Global Security or U.S. Physical Security wishes at any time after the second anniversary of the date of original issuance of the Securities to (A) transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Security or (B) to exchange such interest for a beneficial interest in a Regulation S Global Security, such transfer or exchange may be effected, subject to the Applicable Procedures, only in accordance with this Section 3.07(d). Upon receipt by the Trustee of (1) in the case of a transfer or exchange of an interest in the Restricted Global Security or a U.S. Physical Security, instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a beneficial interest in the Regulation S Global Security in an amount equal to that the beneficial interest in the Restricted Global Security to be so transferred or exchanged, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be credited with such beneficial interest and (3) a certificate substantially in the form of Exhibit E hereto given by the holder of such beneficial interest, the Trustee, as Registrar, shall (i) in the case of a transfer or exchange of an interest in the Restricted Global Security, instruct the Depositary to reduce the principal amount of the Restricted Global Security, and to increase the principal amount of the Regulation S Global Security, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferred or exchanged, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transfer or exchange or (ii) in the case of a transfer or exchange of a U.S. Physical Security, cancel such U.S. Physical Security and increase the principal amount of the Regulation S Global Security accordingly.

(e) Private Placement Legend. Upon the transfer, exchange or replacement of Securities not bearing the Private Placement Legend, the Registrar shall deliver Securities that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Private Placement Legend, the Registrar shall deliver only Securities that bear the Private Placement Legend unless either (i) the circumstances contemplated by clauses (i) or (ii) of Section 2.02 exist and the Company directs the Trustee pursuant to an Officers’ Certificate to remove such legend or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.

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(f) General. By its acceptance of any Security bearing the Private Placement Legend, each Holder of such a Security acknowledges the restrictions on transfer of such Security set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Security only as provided in this Indenture.

The Registrar shall retain as required by law copies of all letters, notices and other written communications received pursuant to Section 3.06 or this Section 3.07. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Section 3.08 Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the Company and the Guarantor shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security having a duly executed Guarantee endorsed thereon, of like tenor and principal amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company, the Guarantor and the Trustee (1) evidence to their satisfaction of the destruction, loss or theft of any Security and (2) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of written notice to the Company, the Guarantor or the Trustee that such Security has been acquired by a bona fide purchaser, the Company and the Guarantor shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security having a duly executed Guarantee endorsed thereon, of like tenor and principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security, and the Guarantee endorsed thereon, issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities, and the Guarantees endorsed thereon, duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

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Section 3.09 Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved.

Interest on and any Additional Amounts with respect to any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest at the office or agency of the Company in the City of New York and, if the Securities are still registered on the Luxembourg Stock Exchange and the rules of such exchange so require, in Luxembourg, in each case maintained for such purposes (which initially shall be the office of the Trustee located at SunTrust Bank, c/o SunTrust Robinson Humphrey Capital Markets, 125 Broad Street, 3^rd Floor, New York, New York 10004, Attention: Randy Brougher, and the office of the Luxembourg Paying Agent, located at Banque Générale du Luxembourg S.A., 50 Avenue J.F. Kennedy, L-2951 Luxembourg) pursuant to Section 10.02 or, at the option of the Company, interest may be paid by check mailed to the address of the Person entitled thereto pursuant to 3.10 as such address appears in the Security Register; provided that all payments with respect to Securities, the Holders of which have given wire transfer instructions to the Trustee (or other Paying Agent) by the Regular Record Date shall be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof.

Any interest on and any Additional Amounts with respect to any Security which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Holder on the Regular Record Date by virtue of having been such Holder, and such defaulted interest and (to the extent lawful) interest on such defaulted interest at the rate borne by the Securities (such defaulted interest and interest thereon herein collectively called “Defaulted Interest”) may be paid by the Company, at its election in each case, as provided in clause (a) or (b) below:

(a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date, and in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given in the manner provided for in Section 1.06, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date

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therefor having been so given, such Defaulted Interest shall be paid to the Persons in whose names the Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b).

(b) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest and any Additional Amounts accrued and unpaid, and to accrue, which were carried by such other Security.

If the Company shall be required to pay any additional interest pursuant to the terms of the Registration Rights Agreement, it shall deliver an Officers’ Certificate to the Trustee setting forth the new interest rate and the period for which such rate is applicable.

Section 3.10 Persons Deemed Owners.

Prior to the due presentment of a Security for registration of transfer, the Company, each Guarantor, the Trustee and any agent of the Company, such Guarantor or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of, and (subject to Sections 3.05 and 3.09), interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company, the Guarantors, the Trustee or any agent of the Company, such Guarantor or the Trustee shall be affected by notice to the contrary.

Section 3.11 Cancellation.

All Securities surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures.

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Section 3.12 CUSIP and CINS Numbers.

The Company in issuing the Securities may use “CUSIP” and “CINS” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” and “CINS” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers in such notices of redemption.

Section 3.13 Computation of Interest.

Interest on the Securities shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.01 Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Securities, as expressly provided for herein or pursuant hereto and any right to receive Additional Amounts) and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when

(a) either

(i) all the Securities theretofore authenticated and delivered (other than mutilated, destroyed, lost or stolen Securities that have been replaced or paid as provided in Section 3.08 and Securities that have been defeased pursuant to Section 12.02) have been delivered to the Trustee for cancellation; or

(ii) all Securities not theretofore delivered to the Trustee for cancellation

(A) have become due and payable,

(B) will become due and payable at Stated Maturity within one year, or

(C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

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and the Company or the Guarantors, as the case may be, in the case of (A), (B) or (C) above, has irrevocably deposited or caused to be deposited with the Trustee funds in trust for the purpose in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal of and interest on, and any Additional Amounts with respect to, the Securities to the date of such deposit (in the case of Securities that have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be, together with irrevocable instructions directing the Trustee to apply the funds to the payment of the Securities at the Stated Maturity or Redemption Date, as the case may be;

(b) the Company or the Guarantors, as the case may be, has paid or caused to be paid all sums payable hereunder by the Company; and

(c) the Company or the Guarantors, as the case may be, has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.07 and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive.

Section 4.02 Application of Trust Money.

Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 or Article XII shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal of and interest and Additional Amounts for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

ARTICLE V

REMEDIES

Section 5.01 Events of Default.

“Event of Default”, wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) default in the payment of any interest on or any Additional Amounts payable in respect of any Security when it becomes due and payable, and continuance of such default for a period of 30 days;

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(b) default in the payment of the principal of any Security when due;

(c) default in the observance or performance, or breach, of any covenant or agreement of the Company or any Guarantor contained in this Indenture (other than as contemplated by clauses (a) and (b) above) and continuance of such default or breach for a period of 60 days after written notice has been given (x) to the Company by the Trustee or (y) to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Securities then Outstanding specifying such default or breach, requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

(d) the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of the Company or any Guarantor, as the case may be, in an involuntary case or proceeding under any applicable United States federal or state or English bankruptcy, insolvency, reorganization or other similar law or (ii) a decree or order adjudging the Company or any Guarantor, as the case may be, a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or such Guarantor, as the case may be, under any applicable United States federal or state law or English law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Guarantor, as the case may be, or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; provided that, with respect to any Guarantor, such events referred to in clauses (i) or (ii) have had or could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), earnings, business or prospects of the Company and its Subsidiaries taken as a whole; or

(e) the commencement by the Company or any Guarantor, as the case may be, of a voluntary case or proceeding under any applicable United States federal or state or English bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company or any Guarantor, as the case may be, in an involuntary case or proceeding under any applicable United States federal or state or English bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable United States federal or state law or English law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Guarantor, as the case may be, or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or any Guarantor, as the case may be, in furtherance of any such action; provided, that, with respect to any Guarantor, such events have had or could reasonably be expected to have a material adverse effect on the condition (financial

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or otherwise), earnings, business or prospects of the Company and its Subsidiaries taken as a whole.

Section 5.02 Acceleration of Maturity; Rescission and Annulment.

If an Event of Default (other than as specified in Section 5.01(d) or (e)) occurs and is continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities then Outstanding may, and the Trustee at the request of such Holders shall, declare the principal of and accrued and unpaid interest on, all of the Outstanding Securities immediately due and payable by a notice in writing to the Company (and to the Trustee if given by the Holders) and, upon any such declaration, all such amounts will become due and payable immediately. If an Event of Default specified in Section 5.01(d) or (e) above occurs and is continuing, then the principal amount of all of the Securities Outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of Securities.

At any time after a declaration of acceleration and before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may rescind such declaration and its consequences if:

(a) the Company or any Guarantor has paid or deposited with the Trustee a sum sufficient to pay,

(i) all overdue interest on and Additional Amounts with respect to all Securities,

(ii) all principal of any Outstanding Securities that has become due other than by such declaration of acceleration and interest thereon at the rate borne by the Securities and any Additional Amounts payable with respect thereto,

(iii) to the extent that payment of such interest is lawful, interest on overdue interest, any Additional Amounts and overdue principal at the rate borne by the Securities, and

(iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

(b) all Events of Default, other than the non-payment of amounts of principal of or interest on and any Additional Amounts with respect to the Securities that have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.

No such rescission shall affect any subsequent Default or impair any right consequent thereon.

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Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company and each of the Guarantor covenants that if:

(a) default is made in the payment of any interest on or Additional Amounts with respect to any Security when such interest or Additional Amounts shall have become due and payable and such default continues for a period of 30 days, or

(b) default is made in the payment of the principal of any Security at the Maturity thereof,

the Company and each Guarantor will, upon demand of the Trustee, pay to the Trustee for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal, interest and Additional Amounts, and interest on any overdue principal and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installment of interest and Additional Amounts, at the rate borne by the Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Company or any Guarantor, as the case may be, fails to pay such amounts forthwith upon such demand, the Trustee, in its own name as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company, such Guarantor or any other obligor upon the Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company, such Guarantor or any other obligor upon the Securities, wherever situated.

If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Nothing in this Section shall be considered to require the Trustee to institute any judicial proceeding.

Section 5.04 Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities (including the Guarantors) or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal, interest or Additional Amounts) shall be entitled and empowered, by intervention in such proceeding or otherwise,

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(a) to file and prove a claim for the whole amount of principal, interest and Additional Amounts owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and

(b) to collect and receive any moneys or other securities or property payable or deliverable upon the conversion or exchange of such securities or upon any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07.

Nothing in this Section shall be considered to require the Trustee to take any of the actions described in this Section 5.04.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 5.05 Trustee May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name and as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

Section 5.06 Application of Money Collected.

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal, interest and any Additional Amounts, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section 6.07;

SECOND: To the payment of the amounts then due and unpaid for principal of and interest and any Additional Amounts on the Securities in respect of which or for the

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benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, interest and any Additional Amounts, respectively; and

THIRD: The balance, if any, to the Company and/or the Guarantors, as the case may be.

Section 5.07 Limitation on Suits.

No Holder of any Securities shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default;

(b) the Holders of not less than 25% in principal amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(c) such Holder or Holders have offered to the Trustee reasonable indemnity satisfactory to the Trustee against the costs, expenses and liabilities (including fees and expenses of its agents and counsel) to be incurred in compliance with such request;

(d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority or more in principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders.

Section 5.08 Unconditional Right of Holders to Receive Principal, Interest and Additional Amounts.

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment, as provided herein (including, if applicable, Article XII) and in such Security of the principal of, and (subject to Section 3.09) interest on, and any Additional Amounts with respect to such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

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Section 5.09 Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Guarantors, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 5.10 Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.08, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.11 Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 5.12 Control by Holders.

The Holders of not less than a majority in principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that:

(a) such direction shall not be in conflict with any rule of law or with this Indenture,

(b) the Trustee shall have been given reasonable indemnity satisfactory to it, and

(c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

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Section 5.13 Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of the Outstanding Securities may, on behalf of the Holders of all of the Securities, waive any past defaults hereunder, except a default:

(a) in the payment of the principal of, interest on or any Additional Amounts with respect to any Security, or

(b) in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder of each Security Outstanding.

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Section 5.14 Waiver of Stay or Extension Laws.

The Company and each Guarantor covenant (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company and each Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 5.15 Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorney’s fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities, or to any suit instituted by any Holder for the enforcement of the payment of the principal of, interest on or Additional Amounts with respect to any Security on or after the respective Stated Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date).

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ARTICLE VI

THE TRUSTEE

Section 6.01 Certain Duties and Responsibilities.

The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers hereunder. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee.

In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein or the genuineness of the signatures thereon).

The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts.

Section 6.02 Notice of Defaults.

If a Default or an Event of Default occurs and is continuing and is known to the Trustee, the Trustee shall mail to each Holder of the Securities in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, notice of the Default or Event of Default within 30 days after the occurrence thereof; provided, however, that, except in the case of a Default or an Event of Default in the payment of principal of, interest on or Additional Amounts with respect to any Securities, the Trustee may withhold the notice to the Holders of the Securities if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determines that withholding such notice is in the interests of the Holders of the Securities.

Section 6.03 Certain Rights of Trustee.

Subject to Section 6.01:

(a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting, pursuant to the terms of this Indenture or otherwise, upon any

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resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or Persons;

(b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order with sufficient detail as may be requested by the Trustee and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate or an Opinion of Counsel;

(d) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities (including fees and expenses of its agents and counsel) which might be incurred by it in compliance with such request or direction;

(f) the Trustee shall not be bound to make any investigation into, and may conclusively rely upon, the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; and

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

Notwithstanding anything else herein contained, whenever any provision of this Indenture indicates that any confirmation of a condition or event is qualified “to the knowledge of” or “known to” the Trustee or other words of similar meaning, said words shall mean and refer to the actual current awareness of one or more Responsible Officers.

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Section 6.04 Trustee Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except for the Trustee’s certificates of authentication, shall be taken as the statements of the Company and the Guarantors, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture, the Securities, any offering document related to the Securities or any Guarantee, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and, upon the effectiveness of a Registration Statement, that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.

Section 6.05 May Hold Securities.

The Trustee, any Paying Agent, any Registrar or any other agent of the Company or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Registrar or such other agent.

Section 6.06 Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law or Section 311 of the Trust Indenture Act. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company or any Guarantor, as the case may be.

Section 6.07 Compensation and Reimbursement.

The Company agrees:

(a) to pay to the Trustee (in its capacity as Trustee, Paying Agent and Registrar) from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith or willful default by the Trustee under the Indenture; and

(c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of enforcing this Indenture against the Company or the Guarantors (including

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this Section 6.07 and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder except to the extent that any such loss, liability or expense was due to the negligence or willful misconduct of the Trustee or willful default by the Trustee under the Indenture.

The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and any termination under any bankruptcy law.

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(d) or (e), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law of the United Kingdom or the United States.

The provisions of this Section shall survive the termination of this Indenture.

Section 6.08 Corporate Trustee Required; Eligibility.

There shall be at all times a Trustee hereunder which shall be eligible to act as Trustee under Section 310(a)(1) of the Trust Indenture Act and shall have a combined capital and surplus of at least US$50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the United States federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Section 6.09 Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10.

(b) The Trustee may resign at any time by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(c) The Trustee may be removed at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.

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(d) If at any time:

(1) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, except when the Trustee’s duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or

(2) the Trustee shall cease to be eligible under Section 6.08 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or

(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by a Board Resolution, may remove the Trustee, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the foregoing, the Trustee shall at all times comply with the provisions of Section 310(b) of the Trust Indenture Act.

(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the Holders and accepted appointment in the manner hereinafter provided subject to Section 315(e) of the Trust Indenture Act, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders of Securities in the manner provided for in Section 1.06. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Section 6.10 Acceptance of Appointment by Successor.

Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such

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successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

Section 6.11 Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. In case at that time any of the Securities shall not have been authenticated, any successor Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee. In all such cases such certificates shall have the full force and effect which this Indenture provides that the certificate of authentication of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Section 6.12 Withholding Taxes.

Notwithstanding any other provision of this Agreement, the Trustee, as agent for the Company and the Guarantors, shall exclude and withhold from each payment of principal and interest and other amounts due hereunder or under the Securities or the Guarantees any and all withholding taxes applicable thereto as required by law. The Trustee agrees to act as such withholding agent and, in connection therewith, whenever any present or future taxes or similar charges are required to be withheld with respect to any amounts payable in respect of the Securities or the Guarantees, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Holders of the Securities, that it will furnish to the Holders of the Securities such forms or certificates as are necessary or appropriate to provide the information described in Section 10.04(c)(1) or make the declaration or claim described in Section 10.04(c)(2), that it will file any necessary withholding tax returns or statements when due, and that, as promptly as possible after the payment thereof, it will deliver to each Holder of a Security appropriate documentation showing the payment thereof, together

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with such additional documentary evidence as such Holders may reasonably request from time to time. Notwithstanding anything contained herein to the contrary, the Trustee shall have no liability for withholding or paying such taxes or for filing such returns or statements unless such failure to withhold or pay such taxes or to file such returns or statements is due to the negligence or bad faith of the Trustee.

In the event that the Trustee is also acting as Paying Agent, transfer agent, or Registrar hereunder, the rights and protections afforded to the Trustee pursuant to this Article VI shall also be afforded to such Paying Agent, transfer agent, or Registrar. The Company will notify the Trustee of any change that becomes effective after the date hereof in the laws of the United Kingdom or any political subdivision or Taxing authority thereof or therein or any change in the interpretation or administration thereof the effect of which is to require the deduction or withholding of any amount of taxes pursuant to the Securities or the Guarantees.

ARTICLE VII

HOLDERS’ LISTS AND REPORTS BY TRUSTEE

Section 7.01 Disclosure of Names and Addresses of Holders.

Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that none of the Company or the Trustee or any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with Section 312 of the Trust Indenture Act, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture Act. The Trustee shall comply with any request made pursuant to and in accordance with Section 312(b) of the Trust Indenture Act.

Section 7.02 Reports by Trustee.

Within 60 days after December 31 of each year commencing with the first December 31 after the first issuance of Securities, the Trustee shall transmit to the Holders, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, a brief report dated as of such December 31 as required by Sections 313(a) and 313(b) of the Trust Indenture Act. The Trustee shall file a copy of each report delivered pursuant to this section as required by the Trust Indenture Act.

ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE,

TRANSFER OR LEASE

Section 8.01 Company and Guarantors May Consolidate, etc., Only on Certain Terms.

Neither the Company nor any Guarantor shall, in a single transaction or a series of related transactions, (i) consolidate with or merge into any other Person or permit any other Person to consolidate with or merge into the Company or any such Guarantor or (ii) directly or indirectly,

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transfer, sell, lease or otherwise dispose of all or substantially all of its assets to any other Person, unless:

(a) either (1) the Company shall be the surviving or continuing entity or (2) in a consolidation or merger in which the Company does not survive or if the Company transfers, sells, leases or otherwise disposes of all or substantially all of its assets to any other Person, the successor Person to the Company shall expressly assume, by a supplemental indenture executed and delivered to the Trustee in form satisfactory to the Trustee, all of the Company’s obligations under this Indenture and the Securities;

(b) either (1) each such Guarantor shall be the surviving or continuing entity or (2) in a consolidation or merger in which any Guarantor does not survive or if any Guarantor transfers, sells, leases, or otherwise disposes of all or substantially all of its assets to another Person (other than the Company or another Guarantor), the successor Person to such Guarantor shall expressly assume, by a supplemental indenture executed and delivered to the Trustee in form satisfactory to the Trustee, all of such Guarantor’s obligations under this Indenture and the Guarantee issued by such Guarantor;

(c) after giving effect to such transaction, no Event of Default or event that with the passing of time or the giving of notice, or both, would constitute an Event of Default shall have occurred and be continuing; and

(d) in the event that the successor Person is incorporated in a jurisdiction other than the United States or the United Kingdom, (A) the Company delivers to the Trustee an Opinion of Counsel stating that the obligations of the successor Person under this Indenture, the Securities and the Guarantees, as applicable, are enforceable against such successor Person to the same extent as the obligations of the Company or such Guarantor under this Indenture, the Securities and the Guarantees, as applicable, immediately prior to such transaction; (B) the successor Person agrees in writing to submit to jurisdiction and appoints an agent for the service of process, each under terms substantially similar to the terms contained in the Indenture with respect to the Company or such Guarantor, as applicable; (C) the successor Person agrees in writing to pay Additional Amounts as provided under this Indenture under Section 10.04 with respect to the Company or such Guarantor, as applicable, except that such Additional Amounts shall relate to any withholding tax whatsoever regardless of any change of law (subject to exceptions substantially similar to those contained in Section 10.04); and (D) the Board of Directors of the Company determines in good faith that such transaction will have no material adverse effect on any Holder and a Board Resolution to that effect is delivered to the Trustee.

Section 8.02 Successor Person Substituted for Company.

Upon any consolidation by the Company or any Guarantor with or merger by the Company or a Guarantor into any other Person or any transfer, sale, lease or other disposition of the properties and assets of the Company or any Guarantor substantially as an entirety to any Person in accordance with Section 8.01, the successor Person formed by such consolidation or merger or to which such transfer, sale, lease or other disposition is made shall succeed to, and be

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substituted for, and may exercise every right and power of, the Company or such Guarantor under the Indenture, the Securities and the Guarantees, as the case may be, with the same effect as if such successor Person had been named as the Company or a Guarantor herein; and thereafter, except in the case of a lease to another Person, the predecessor Person shall be released from all obligations and covenants under this Indenture and the Securities.

ARTICLE IX

SUPPLEMENTS AND AMENDMENTS TO INDENTURE

AND SECURITIES GUARANTEES

Section 9.01 Without Consent of Holders.

Without the consent of any Holders, the Company and any affected Guarantor, each when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, for any of the following purposes:

(a) to evidence the succession of another Person to the Company or any Guarantor and the assumption by any such successor of the covenants of the Company or any Guarantor contained herein and in the Securities or to add any Guarantors of the Securities; or

(b) to add to the covenants of the Company and the Guarantors for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or the Guarantors; or

(c) to add any additional Events of Default; or

(d) to provide for uncertificated Securities in addition to or in place of the certificated Securities; or

(e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee pursuant to the requirements of Section 6.09; or

(f) to secure the Securities or any Guarantee; or

(g) to cure any ambiguity, to correct or supplement any provision in this Indenture which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action shall not adversely affect the interests of the Holders in any material respect; or

(h) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act.

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Section 9.02 With Consent of Holders.

With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, by Act of said Holders delivered to the Company, any affected Guarantor and the Trustee, the Company and the Guarantors, each when authorized by a Board Resolution, and the Trustee may enter into one or more indentures supplemental hereto for the purpose of modifying in any manner this Indenture or any Guarantee; provided, however, that no such indenture supplemental may, without the consent of the Holder of each Outstanding Security affected thereby:

(a) change the Stated Maturity of the principal of, or any installment of interest on or any Additional Amounts with respect to, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof or any Additional Amounts with respect to, or change the obligation of the Company to pay Additional Amounts pursuant to Section 10.04 or change the place of payment where, or the coin or currency in which any Security or the interest thereon or any Additional Amounts with respect to is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); or

(b) reduce the percentage in aggregate principal amount of the Outstanding Securities required to consent to any amendment of, or waiver of compliance with, any provision of or defaults under this Indenture; or

(c) waive a Default or Event of Default in the payment of principal of, interest on or any Additional Amounts with respect to the Securities (except a rescission of acceleration of Securities by the Holders of at least a majority in aggregate principal amount of the then Outstanding Securities (including Additional Securities issued under this Indenture, if any)); or

(d) release any Guarantor from any of its obligations under its Guarantee or this Indenture, except in accordance with the terms of this Indenture; or

(e) make any change that would adversely affect the rights of Holders to receive Additional Amounts; or

(f) make any change in the Company’s obligations to maintain an office or agency in the places and for the purposes set forth in Section 10.02; or

(g) amend, change or modify any of the provisions in this Section 9.02.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

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Section 9.03 Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company and the Guarantors subject to the customary exceptions. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 9.04 Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

Section 9.05 Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.

Section 9.06 Reference in Securities to Supplemental Indentures.

Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities.

Section 9.07 Notice of Supplemental Indentures.

Promptly after the execution by the Company, any affected Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of Section 9.02, the Company shall give notice thereof to the Holders of each Outstanding Security affected, in the manner provided for in Section 1.06, setting forth in general terms the substance of such supplemental indenture. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment or waiver.

Section 9.08 Revocation and Effect of Consents, Waivers and Actions.

Until an amendment, waiver or other action by Holders becomes effective, a consent to it or any other action by a Holder of a Security hereunder is a continuing consent by the Holder and every subsequent Holder of that Security, even if notation of the consent, waiver or action is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent,

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waiver or action as to such Holder’s Security if the Trustee receives the notice of revocation before the consent of the requisite aggregate principal amount of the Securities then outstanding has been obtained and not revoked. After an amendment, waiver or action becomes effective, it shall bind every Security Holder, except as provided in Section 9.02.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment or waiver. If a record date is fixed, then, notwithstanding the first two sentences of the immediately preceding paragraph, those person who were Holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

ARTICLE X

COVENANTS

Section 10.01 Payment of Principal and Interest.

The Company covenants and agrees for the benefit of the Holders that it will duly and punctually pay the principal of, interest on and any Additional Amounts with respect to the Securities in accordance with the terms of the Securities and this Indenture.

The Company shall pay interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest and any Additional Amounts at the same rate to the extent lawful.

Section 10.02 Maintenance of Office or Agency.

The Company will maintain in the City of New York and, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of such stock exchange require, in Luxembourg, an office or agency where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities or any Guarantor in respect of the Guarantees and this Indenture may be served. The Trustee’s office located at SunTrust Bank, c/o SunTrust Robinson Humphrey Capital Markets, 125 Broad Street, 3^rd Floor, New York, New York 10004, Attention: Randy Brougher, shall initially be such office or agency of the Company in New York, and so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of such stock exchange require, the office of Banque Générale du Luxembourg S.A. at 50 Avenue J.F. Kennedy, L-2951 Luxembourg shall initially be such office or agency in Luxembourg, unless the Company shall designate and maintain some other office or agency for one or more of such purposes. The Company will give prompt written notice to the Trustee of any change in the location of any such office or agency. If at any time the Company shall appoint a new Luxembourg Paying Agent and transfer agent, the Company will publish notice in a Luxembourg newspaper of general circulation. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the

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Corporate Trust Office of the Trustee and the Company and each Guarantor hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies (in or outside of The City of New York) outside of the United Kingdom where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the City of New York for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such other office or agency.

Section 10.03 Money for Security Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent, it will, on or before each due date of the principal of, interest on or any Additional Amounts with respect to any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, interest or Additional Amounts so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for the Securities, it will, on or before each due date of the principal of, interest on or any Additional Amounts with respect to any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, interest or Additional Amounts so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, interest or Additional Amounts, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any failure so to act.

The Company will cause each Paying Agent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

(a) hold all sums held by it for the payment of the principal of, interest or Additional Amounts on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(b) give the Trustee notice of any default by the Company (or any other obligor upon the Securities) in the making of any payment of principal, interest or Additional Amounts; and

(c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent,

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such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, interest on or Additional Amounts with respect to any Security and remaining unclaimed for two years after such principal, interest or Additional Amount has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 10.04 Additional Amounts.

All payments of, or in respect of, principal of and interest on the Securities shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of any kind whatsoever imposed or levied by or on behalf of the United Kingdom or any political subdivision or any Taxing authority thereof or therein (“U.K. Withholding Taxes”), unless such U.K. Withholding Taxes are required by the United Kingdom or any such subdivision or authority to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a “recognized stock exchange” (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a “Listing Failure”), the effect of which, in each case, is to require the withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such event, the Company or the Guarantors, as the case may be, will pay such additional amounts (“Additional Amounts”) on the Securities that result (after deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder of a Security the amounts that would have been payable in respect of such Security had no such withholding or deduction been required, except that no Additional Amounts shall be so payable for or on account of:

(a) any tax, duty, assessment or other governmental charge that would not have been imposed but for (1) the existence of any present or former connection between a Holder or the beneficial owner of a Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the United Kingdom or any political subdivision or taxing authority thereof or therein (other than mere ownership of,

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or receipt of payment under, such Security) including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary or national of, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment in, the United Kingdom or any political subdivision or any Taxing authority thereof or therein, (2) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhere, or (3) the presentation of a Security or a Guarantee for payment on a date more than 30 days after the date on which such payment in respect of such Security became due and payable or provided for, whichever occurs later, except to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had presented such Security or such Guarantee for payment within such 30-day period.

(b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge;

(c) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in the case of (1) or (2), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment or other governmental charge;

(d) any tax, duty, assessment or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture;

(e) any tax, duty, assessment or other governmental charge which is imposed on a payment to any holder and is required to be made pursuant to any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, or any law complying with, or introduced in order to conform to, such Directive; or

(f) any combination of items (a), (b), (c), (d) and (e) above;

nor shall Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Security or Guarantee to any Holder who is a fiduciary or partnership other than the sole beneficial owner of such Security or Guarantee, to the extent such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or member of

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such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of the Security.

At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or a Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company or the Guarantor will deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal, Redemption Price, interest or any other amount payable under or with respect to any Security or the net proceeds received on the sale or exchange of any Security, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to this Indenture.

Section 10.05 Corporate Existence.

Subject to Article VIII, the Company and each Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect their respective corporate existence and their respective rights (charter and statutory) and franchises, provided, however, that the foregoing shall not obligate the Company or any Guarantor to preserve any such right or franchise if (i) the Company or any Guarantor shall determine that the preservation thereof is no longer desirable in the conduct of its business and would not have a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise and would not materially, adversely affect the ability of the Company or any Guarantor to perform its obligations under this Indenture and (ii) failure to preserve the corporate existence of any Guarantor or any such right or franchise would not result in a downgrading of any credit rating then applicable to the Securities.

Section 10.06 Statement by Officers As to Default.

(a) The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company (beginning with the fiscal year ending December 31, 2004), a brief certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company during such year and of its performance under this Indenture has been made under the supervision of the signers thereof and to the best of his or her knowledge, based on such review, no event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default.

(b) When any Default has occurred and is continuing under this Indenture, the Company shall deliver to the Trustee an Officers’ Certificate specifying such event, notice or other action within five days of the Company Secretary or Chief General Manager Finance and Administration becoming aware of the occurrence thereof.

Section 10.07 Provision of Reports and Financial Statements.

(a) [Intentionally Omitted]

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(b) The Company shall (i) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act and (ii) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations.

(c) If the Company is no longer required (or is not required, as the case may be) to file reports pursuant to Section 13 or 15(d) of the Exchange Act, then it shall (i) file with the Trustee and the Commission such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be required by the rules and regulations of the Commission; and (ii) prior to the consummation of the Exchange Offer, promptly furnish or cause to be furnished such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) to such Holder or to a prospective purchaser of a Security who is designated by such Holder and is a qualified institutional buyer (as defined in Rule 144A), upon the request of such Holder or prospective purchaser, in order to permit compliance by such Holder with Rule 144A under the Securities Act.

(d) The Company shall transmit by mail to all Holders, in the manner and to the extent provided in TIA Section 313(c), as soon as reasonably practicable and in any event within 30 days after the filing thereof with the Trustee, such information, documents and reports required to be filed by the Company pursuant to paragraphs (b) and (c) of this Section.

(e) Within five days after any change in the interest rate of the Securities pursuant to the Registration Rights Agreement, the Company shall deliver an Officers’ Certificate to the Trustee stating the new interest rate and the date on which it became effective.

Section 10.08 Waiver of Certain Covenants.

The Company or any Guarantor may omit in any particular instance to comply with any term, provision or condition set forth in Sections 10.05 through 10.07, inclusive, if before or after the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities, by Act of such Holders, waive such compliance in such instance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

Section 10.09 Additional Guarantors.

The Company shall cause any of its Subsidiaries that guarantees Indebtedness under any Credit Facility to, as primary obligors and not merely as sureties, fully and unconditionally

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guarantee pursuant to a Guarantee, on a senior unsecured basis, the due and punctual payment of all amounts payable under the Securities, when and if the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, upon redemption or otherwise by execution of an indenture supplemental hereto delivered to the Trustee that adds such Subsidiary as a subsequent Guarantor.

ARTICLE XI

REDEMPTION OF SECURITIES

Section 11.01 Right of Redemption.

(a) If, as the result of (1) any change in or amendment to the laws, regulations or published tax rulings of the United Kingdom, or of any political subdivision or Taxing authority thereof or therein, affecting taxation, or any change in or amendment to the official or unofficial administration, application or interpretation by a court or tribunal, government or governmental authority of the United Kingdom of such laws, regulations or published tax rulings either generally or in relation to any Securities, which change or amendment is announced or becomes effective on or after the date of this Indenture or which change in official administration, application or interpretation by a court or tribunal, government or governmental authority of the United Kingdom shall not have been available to the public prior to such issue date and is notified to the Company on or after such issue date (a “Change in Tax Law”), or (2) a Listing Failure provided that the Company has used reasonable best efforts to list and maintain a listing of the Securities on a “recognized stock exchange” (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988), it is determined by the Company that the Company would be required to pay any Additional Amounts pursuant to Section 10.04 of this Indenture or the terms of the Securities in respect of interest on the next succeeding Interest Payment Date, the Company may, at its option, redeem all (but not less than all) of the Securities at any time, upon notice as provided in Section 11.05, at a Redemption Price equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Amounts, if any, thereon to but excluding the Redemption Date; provided that (a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (b) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. On and after the Redemption Date, interest will cease to accrue on Securities called for redemption and accepted for payment unless the Company shall default in the payment of the Redemption Price and accrued interest.

Prior to any redemption of the Securities pursuant to this Section 11.01(a), the Company or the Guarantors shall provide the Trustee with an Opinion of Counsel that the conditions precedent to the right of the Company or the Guarantors to redeem the Securities pursuant to this Section 11.01(a) have occurred. Such Opinion of Counsel shall be based on the laws and application and interpretation thereof in effect on the date of such opinion or to become effective on or before the next succeeding Interest Payment Date.

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(b) The Securities are redeemable, in whole or in part, at the option of the Company at any time at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Securities to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Securities to be redeemed discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus, in each case, accrued and unpaid interest and Additional Amounts, if any, thereon to but excluding the Redemption Date; provided, however, that interest installments due on an Interest Payment Date which is on or prior to the Redemption Date will be payable to Holders who are Holders of record of such Securities as of the close of business on the Regular Record Date next preceding such Interest Payment Date.

All determinations made by any Reference Treasury Dealer with respect to determining the Redemption Price pursuant to this Section 11.01(b) shall be final and binding on the Company, the Guarantors, the Trustee and the Holders absent manifest error.

Section 11.02 Applicability of Article.

Redemption of Securities at the election of the Company or otherwise, as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article.

Section 11.03 Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities pursuant to Section 11.01 shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company, the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities to be redeemed and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Securities to be redeemed pursuant to Section 11.04.

Section 11.04 Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities not previously called for redemption, on a pro rata basis or such method as the Trustee shall deem fair and appropriate in its sole discretion and which may provide for the selection for redemption of portions of the principal of Securities; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed to less than US$1,000.

In the event of redemption of a Security in part only, a new Security for the unredeemed portion thereof shall be issued in the name of the Holder thereof upon the cancellation thereof.

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The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.

Section 11.05 Notice of Redemption.

Notice of redemption shall be given in the manner provided for in Section 1.06 not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Securities to be redeemed.

All notices of redemption shall state:

(a) the Redemption Date,

(b) the Redemption Price and the amount of accrued and unpaid interest to the Redemption Date payable as provided in Section 11.07, if any,

(c) if less than all Outstanding Securities are to be redeemed, the identification (and, in the case of a partial redemption, the principal amounts) of the particular Securities to be redeemed,

(d) in case any Security is to be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption Date, upon surrender of such Security, the holder will receive, without charge, a new Security or Securities of authorized denominations for the principal amount thereof remaining unredeemed,

(e) that on the Redemption Date, the Redemption Price (and accrued interest, if any, to the Redemption Date payable as provided in Section 11.07) will become due and payable upon each such Security, or the portion thereof, to be redeemed, and that interest thereon will cease to accrue on and after said date,

(f) the place or places where such Securities are to be surrendered for payment of the Redemption Price and accrued interest, if any, and

(g) the CUSIP or CINS number, as the case may be.

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. As long as the Securities are listed on the Luxembourg Stock Exchange and the rules of such stock exchange require, the Company will give notice of such redemption to the Luxembourg Stock Exchange and publish a notice of redemption in a Luxembourg newspaper of general circulation.

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Section 11.06 Deposit of Redemption Price.

On or prior to 12:00 noon (New York City time) on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent in immediately available funds, or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03, an amount of money sufficient to pay the Redemption Price of, and accrued interest on or Additional Amounts payable with respect to, all the Securities which are to be redeemed on that date.

Section 11.07 Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified (together with accrued interest, if any, to the Redemption Date), and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest or Additional Amounts, if any, to the Redemption Date; provided, however, that installments of interest and Additional Amounts whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.09.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate borne by the Securities.

Section 11.08 Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be surrendered at the office or agency of the Company maintained for such purpose pursuant to Section 10.02 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

ARTICLE XII

DEFEASANCE AND COVENANT DEFEASANCE

Section 12.01 Company Option to Effect Defeasance or Covenant Defeasance.

The Company may, at its option by Board Resolution at any time, with respect to the Securities, elect to have either Section 12.02 or Section 12.03 be applied to all Outstanding Securities upon compliance with the conditions set forth below in this Article XII.

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Section 12.02 Defeasance and Discharge.

Upon the Company’s exercise under Section 12.01 of the option applicable to this Section 12.02, the Company and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities on the date the conditions set forth in Section 12.04 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 12.05 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities to receive payments in respect of the principal of and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.04, 3.05, 3.08 and 10.03, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Company’s obligation to pay the amounts under Section 6.07, (D) this Article XII and (E) the Company’s obligation to pay Additional Amounts under Section 10.04. Subject to compliance with this Article XII, the Company may exercise its option under this Section 12.02 notwithstanding the prior exercise of its option under Section 12.03 with respect to the Securities.

Section 12.03 Covenant Defeasance.

Upon the Company’s exercise under Section 12.01 of the option applicable to this Section 12.03, each of the Company and the Subsidiaries shall be released from its obligations under any covenant contained in Section 8.01 and in Sections 10.05 and 10.07 with respect to the Outstanding Securities on and after the date the conditions set forth below are satisfied (hereinafter, “covenant defeasance”), and the Securities shall thereafter be deemed not to be “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities, the Company and any Subsidiary may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 5.01(c) but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby.

Section 12.04 Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to application of either Section 12.02 or Section 12.03 to the Outstanding Securities:

(a) The Company shall irrevocably have deposited with the Trustee (or another trustee satisfying the requirements of Section 6.08 who shall agree to comply

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with the provisions of this Article XII applicable to it) as trust funds in trust, for the benefit of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations (as defined herein) that through the scheduled payment of principal and interest thereon will provide money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the principal of and interest on the Outstanding Securities on the Stated Maturity (or upon Redemption Date, if applicable) of such principal or installment of interest; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to the Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11.03 hereof, a notice of its election to redeem all of the Outstanding Securities at a future date in accordance with Article XI hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States for the timely payment of which its full faith and credit is pledged or (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt.

(b) No Default or Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (d) and (e) of Section 5.01 hereof are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).

(c) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound.

(d) In the case of an election under Section 12.02, the Company shall have delivered to the Trustee (1) an Opinion of Counsel to the effect that (i) the Holders of the Securities of the applicable series will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under Section 12.02 and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had

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not been exercised, and (ii) either (A) the Company has received from, or there has been published by the United States Internal Revenue Service, a ruling to that effect, or (B) since the date of the Indenture, there has been a change in the applicable United States federal income tax law; and (2) an Opinion of Counsel to the effect that (i) the creation of the defeasance trust does not violate the Investment Company Act of 1940 and (ii) after the passage of 123 days following the deposit (except, with respect to any trust funds for the account of any Holder who may be deemed to be “connected” with the Company for purposes of the Insolvency Act of 1986 after two years following the deposit), the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law and either (x) the trust funds will no longer remain the property of the Company (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally) or (y) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company (I) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise and (II) no property, rights in property or other interests granted to the Trustee or the Holders in exchange for, or with respect to, such trust funds will be subject to any prior rights of holders of other indebtedness of the Company or any of its Securities.

(e) In the case of an election under Section 12.03, the Company has delivered to the Trustee an Opinion of Counsel to the effect that (1) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (2) the Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and the defeasance of the obligations referred to in the first paragraph of Section 12.03 and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred and (3) after the passage of 123 days following the deposit (except with respect to any trust funds for the account of any Holder who may be deemed to be “connected” with the Company for purposes of the Insolvency Act of 1986 after two years following the deposit), the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law, and either (A) the trust funds will no longer remain the property of the Company (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally) or (B) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company (i) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise and (ii) no property, rights in property or other interests granted to the Trustee or the Holders in exchange for, or with respect to, such trust funds will be subject to any prior rights or holders of other indebtedness of the Company or any of its Securities.

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(f) If at such time the Securities are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities will not be delisted as a result of the Company’s exercise of its option under Section 12.02; and

(g) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 12.02 or the covenant defeasance under Section 12.03, as the case may be, have been complied with.

Section 12.05 Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 12.05, the “Trustee”) pursuant to Section 12.04 in respect of the Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, interest and Additional Amounts, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Governmental Obligations deposited pursuant to Section 12.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities.

Anything in this Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 12.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article.

Section 12.06 Reinstatement.

If the Trustee or any Paying Agent is unable to apply any money in accordance with Section 12.05 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.02 or 12.03, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 12.05; provided, however, that if the Company makes any payment of principal of, interest on or Additional Amounts with respect to any Security following the reinstatement of its obligations, the

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Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE XIII

SECURITIES GUARANTEES

Section 13.01 Unconditional Guarantee.

Subject to the provisions of this Article XIII, the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantee (such guarantees to be referred to herein as “Guarantees”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, interest on and Additional Amounts with respect to the Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, and Additional Amounts with respect to the Securities and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee hereunder) and all other Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other Obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation of the Company to the Holders under this Indenture or under the Securities, for whatever reason, the Guarantors shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under the Guarantees, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company.

The Guarantees will be senior unsecured obligations of the Guarantors and will rank pari passu in right of payment with all other existing and future senior unsecured obligations of the Guarantors.

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. The Guarantors hereby waive the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that the Guarantees shall not be discharged

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except by complete performance of the obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article XIII, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article V hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article V hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee.

The obligations of the Guarantors hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced the obligations of the Guarantors hereunder (whether such payment shall have been made by or on behalf of the Company or by or on behalf of the Guarantors) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Company or any Guarantor otherwise, all as though such payment had not been made. If demand for, or acceleration of the time for, payment by the Company is stayed upon the insolvency, bankruptcy, liquidation or reorganization of the Company, all such indebtedness otherwise subject to demand for payment or acceleration shall nonetheless be payable by the Guarantors as provided herein.

Section 13.02 Limitations on Guarantees.

The obligations of the Guarantors under their Guarantees are limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of each Guarantors (including without limitation, any other Guarantor senior debt) will result in the obligations of the Guarantors under the Guarantees not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

Section 13.03 Execution and Delivery of Guarantees.

To further evidence the Guarantees set forth in Section 13.01, the Guarantors hereby agree that a notation of such guarantee, substantially in the form set forth in Exhibit A hereto, shall be endorsed on each Security authenticated and delivered by the Trustee. Such Guarantees shall be executed on behalf of the Guarantors by either manual of facsimile signature of an officer of each Guarantor who shall have been duly authorized to so executed by all requisite corporation action. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Security.

The Guarantors hereby agree that the Guarantees set forth in Exhibit A shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee.

If an officer of a Guarantor whose signature is on this Indenture or a Guarantee no longer holds that office at the time the Trustee authenticates the Security on which such Guarantee is endorsed or at any time thereafter, the Guarantor’s Guarantee of such Security shall nevertheless be valid.

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The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of the Guarantors.

Section 13.04 Release of the Guarantors.

(a) Upon the consolidation or merger of a Guarantor with or into any Person, or the transfer, sale, lease or other disposition of all or substantially all of its assets to any Person in compliance with Article VIII, such Guarantor’s Guarantee will be automatically discharged and released from all obligations under this Article XIII without any further action required on the part of the Trustee or any Holder; provided, however, the successor Person expressly assumes such Guarantor’s obligations under the Guarantee, under the Indenture and under the Registration Rights Agreement pursuant to Article VIII.

(b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Company or a Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel certifying as to the compliance with this Section 13.04 and the provisions of Article VIII; provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers’ Certificates of the Company.

The Trustee shall execute any documents reasonably requested by the Company or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIII.

Section 13.05 Waiver of Subrogation.

Until this Indenture is discharged and all of the Securities are discharged and paid in full, the Guarantors hereby irrevocably waive and agree not to exercise any claim or other rights which they may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Securities or this Indenture and the Guarantors’ obligations under the Guarantees and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to a Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Securities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect

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benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 13.05 is knowingly made in contemplation of such benefits.

Section 13.06 Immediate Payment.

Each Guarantor agrees to make immediate payment to the Trustee on behalf of the Holders of all Obligations owing or payable to the respective Holders upon receipt of a demand for payment therefor by the Trustee to the Guarantor in writing.

Section 13.07 No Set-Off.

Each payment to be made by a Guarantor hereunder in respect of its obligations shall be payable in the currency or currencies in which such obligations are denominated, and shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Section 13.08 Obligations Absolute.

The obligations of the Guarantors hereunder are and shall be absolute and unconditional and any monies or amounts expressed to be owing or payable by the Guarantors hereunder which may not be recoverable from the Guarantors on the basis of a Guarantee shall be recoverable from the Guarantor as a primary obligor and principal debtor in respect thereof.

The Obligations of the Guarantors hereunder shall be continuing and shall remain in full force and effect until all the Obligations have been paid and satisfied in full.

Section 13.09 Obligations Not Reduced.

The obligations of the Guarantors hereunder shall not be satisfied, reduced or discharged solely by the payment of such principal, interest, Additional Amounts, fees and other monies or amounts as may at any time prior to discharge of this Indenture pursuant to Article XIII be or become owing or payable under or by virtue of or otherwise in connection with the Securities or this Indenture.

Section 13.10 [Intentionally Omitted]

Section 13.11 Obligations Not Affected.

The obligations of the Guarantors hereunder shall not be affected, impaired or diminished in any way by any act, omission, matter or thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by the Guarantors or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against the Guarantors hereunder or might operate to release or otherwise exonerate the Guarantors from any of their obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation:

(a) any limitation of status or power, disability, incapacity or other circumstance relating to the Company or any other Person, including any insolvency,

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bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Company or any other Person;

(b) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Company or any other Person under this Indenture, the Securities or any other document or instrument;

(c) any failure of the Company, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Securities, or to give notice thereof to the Guarantor;

(d) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Company or any other Person or their respective assets or the release or discharge of any such right or remedy;

(e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any other Person;

(f) any change in the time, manner or place of payment of, or in any other term of, any of the Securities, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Securities of this Indenture, including, without limitation, any increase or decrease in the principal amount of, interest on or Additional Amounts with respect to any of the Securities;

(g) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Company or the Guarantors;

(h) except as provided herein, any merger or consolidation of the Company or any Guarantor with any Person or Persons;

(i) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Obligations under this Indenture or the obligations of the Guarantors under the Guarantees; and

(j) any other circumstance, including release of the Guarantor other than pursuant to Section 13.04, that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Securities or of the Guarantors in respect of its Guarantees hereunder.

Section 13.12 Waiver.

Without in any way limiting the provisions of Section 13.01 hereof, the Guarantors hereby waive notice of acceptance hereof, notice of any liability of the Guarantors hereunder, notice or proof of reliance by the Holders upon the obligations of the Guarantors hereunder, and diligence, presentment, demand for payment on the Company, protest, notice of dishonor or

67

non-payment of any of the Obligations, or other notice or formalities to the Company or the Guarantors of any kind whatsoever.

Section 13.13 No Obligation To Take Action Against the Company.

Neither the Trustee nor any other Person shall have any obligation to enforce or exhaust any rights or remedies or to take any other steps under any security for the Obligations under this Indenture or against the Company or any other Person or any property of the Company or any other Person before the Trustee is entitled to demand payment and performance by the Guarantors of their liabilities and obligations under their respective Guarantees or under this Indenture.

Section 13.14 Dealing with the Company and Others.

The Holders, without releasing, discharging, limiting or otherwise affecting in whole or in part the obligations and liabilities of the Guarantors hereunder and without the consent of or notice to any Guarantor, may:

(a) grant time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any other Person;

(b) take or abstain from taking security or collateral from the Company or from perfecting security or collateral of the Company;

(c) release, discharge, compromise, realize, enforce or otherwise deal with or do any act or thing in respect of (with or without consideration) any and all collateral, mortgages or other security given by the Company or any third party with respect to the obligations or matters contemplated by this Indenture or the Securities;

(d) accept compromises or arrangements from the Company;

(e) apply all monies at any time received from the Company or from any security upon such part of the obligations as the Holders may see fit or change any such application in whole or in part from time to time as the Holders may see fit; and

(f) otherwise deal with, or waive or modify their right to deal with, the Company and all other Persons and any security as the Holders or the Trustee may see fit.

Section 13.15 Default and Enforcement.

If a Guarantor fails to pay in accordance with Section 13.06 hereof, the Trustee may proceed in its name as trustee hereunder in the enforcement of the Guarantees of such Guarantor and such Guarantor’s obligations thereunder and hereunder by any remedy provided by law, whether by legal proceedings or otherwise, and to recover from the Guarantors the Obligations.

68

Section 13.16 Amendment, Etc.

No amendment, modification or waiver of any provision of this Indenture relating to the Guarantors or consent to any departure by the Guarantors or any other Person from any such provision will in any event be effective unless it is signed by the Guarantors and the Trustee.

Section 13.17 Acknowledgement.

Each Guarantor hereby acknowledges communication of the terms of this Indenture and the Securities and consents to and approves of the same.

Section 13.18 No Merger or Waiver; Cumulative Remedies.

No Guarantee shall operate by way of merger of any of the obligations of the Guarantors under any other agreement, including, without limitation, this Indenture. No failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, remedy, power or privilege hereunder or under this Indenture or the Securities, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under this Indenture or the Securities preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges in the Guarantees and under this Indenture, the Securities and any other document or instrument between the Guarantors and/or the Company and the Trustee are cumulative and not exclusive of any rights, remedies, powers and privilege provided by law.

Section 13.19 Survival of Obligations.

Without prejudice to the survival of any of the other obligations of the Guarantors hereunder, the obligations of the Guarantors under Section 13.01 shall survive the payment in full of the Obligations under this Indenture and shall be enforceable against the Guarantors without regard to and without giving effect to any defense, right of offset or counterclaim available to or which may be asserted by the Company or the Guarantors.

Section 13.20 Guarantee in Addition to Other Obligations.

The obligations of the Guarantors under the Guarantees and this Indenture are in addition to and not in substitution for any other obligations to the Trustee or to any of the Holders in relation to this Indenture or the Securities and any guarantees or security at any time held by or for the benefit of any of them.

Section 13.21 Severability.

Any provision of this Article XIII which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction unless its removal would substantially defeat the basic intent, spirit and purpose of this Indenture and this Article XIII. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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Section 13.22 Successors and Assigns.

Each Guarantee shall be binding upon and inure to the benefit of the Guarantor and the Trustee and the other Holders and the other Holders and their respective successors and permitted assigns, except that the Guarantor may assign any of its obligations hereunder or thereunder.

70

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.

AMVESCAP PLC
By	/s/ James I. Robertson
	Name:	James I. Robertson
	Title:	Chief Financial Officer
A I M MANAGEMENT GROUP INC.
By	/s/ Dawn M. Hawley
	Name:	Dawn M. Hawley
	Title:	Senior Vice President and Chief Financial Officer
A I M ADVISORS, INC.
By	/s/ Dawn M. Hawley
	Name:	Dawn M. Hawley
	Title:	Senior Vice President and Chief Financial Officer
INVESCO INSTITUTIONAL (N.A.), INC.
By	/s/ David Hartley
	Name:	David Hartley
	Title:	Chief Financial Officer
INVESCO NORTH AMERICAN HOLDINGS, INC.
By	/s/ James I. Robertson
	Name:	James I. Robertson
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

71

SUNTRUST BANK, as Trustee
By	/s/ Jack Ellerin
	Name:	Jack Ellerin
	Title:	Vice President

72

EXHIBIT A

[FACE OF SECURITY]

AMVESCAP PLC

4.500% Senior Note Due 2009[, Series B]^**

CUSIP:
No.	US$

AMVESCAP PLC, a corporation formed under the laws of the United Kingdom (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to                 , or its registered assigns, the principal sum of                                               (US$                    ), on                     ,         .

[Initial Interest Rate:	% per annum.]*
[Interest Rate:	% per annum.]**
Interest Payment Dates:	June 15 and December 15 of each year commencing         .
Regular Record Dates:	June 1 and December 1 of each year.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

* Include only for Initial Securities.

** Include only for Exchange Securities.

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IN WITNESS WHEREOF, the Company has caused this Security to be signed manually or by facsimile by its duly authorized officer.

Date:	AMVESCAP PLC
	By:
		Title:

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(Form of Trustee’s Certificate of Authentication)

This is one of the 4.500% Senior Notes Due 2009[, Series B]^** described in the within-mentioned Indenture.

SUNTRUST BANK
By:
	Authorized Signatory

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[REVERSE SIDE OF SECURITY]

AMVESCAP PLC

4.500% Senior Notes Due 2009[, Series B]^**

1. Principal and Interest.

The Company will pay the principal of this Security on December 15, 2009.

The Company promises to pay interest on the principal amount of this Security on each Interest Payment Date, as set forth below, at the rate of 4.500% per annum [(subject to adjustment as provided below)]^*

Interest will be payable semiannually (to the holders of record of the Securities (or any predecessor Securities) at the close of business on the June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing June 15, 2005.

[The Holder of this Security is entitled to the benefits of the Registration Rights Agreement, dated December 14, 2004, among the Company, the Guarantors and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that either (a) the Exchange Offer Registration Statement is not filed with the Securities and Exchange Commission on or prior to February 12, 2005, (b) the Exchange Offer Registration Statement is not declared effective on or prior to May 13, 2005, (c) the Exchange Offer is not consummated on or prior to June 12, 2005, (d) the Shelf Registration Statement is not declared effective on or prior to May 13, 2005 or (e) any registration statement required by the Registration Rights Agreement is filed and declared effective but shall thereafter cease to be effective and such registration statement ceases to be effective for more than 60 days (whether or not consecutive) in any 12-month period (except as specifically provided herein and in the Registration Rights Agreement) without being succeeded immediately by an additional registration statement filed and declared effective, the interest rate borne by this Security shall be increased by 0.25% per annum. Upon the filing of the Exchange Offer Registration Statement, the effectiveness of the Exchange Offer Registration Statement, the consummation of the Exchange Offer, or the effectiveness of a Shelf Registration Statement, as the case may be, the interest rate borne by this Security from the date of such filing, consummation or effectiveness, as the case may be, will be reduced to the original interest rate set forth above; provided, however, that, if after such reduction in interest rate, a different event specified in clause (a), (b), (c), (d) or (e), above occurs, the interest rate may again be increased pursuant to the foregoing provisions.]^*

Interest on this Security will accrue from the most recent date to which interest has been paid [on this Security or the Security surrendered in exchange herefor]^** or, if no interest has been paid, from                     ; provided that, if there is no existing default in the payment of interest and if this Security is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such

A-4

Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Under certain circumstances described in the Indenture, the Company or the Guarantors also shall pay Additional Amounts to the Holders of Securities equal to an amount that the Company or Guarantors may be required to withhold or deduct for or on account of Taxes imposed by a Taxing authority within the United Kingdom from any payment made under or with respect to the Securities or the Guarantees.

The Company shall pay interest on overdue principal and interest on overdue installments of interest and Additional Amounts, to the extent lawful, at a rate per annum equal to the rate of interest applicable to the Securities.

2. Method of Payment.

The Company will pay interest (except defaulted interest) on the principal amount of the Securities on each June 15 and December 15 to the persons who are Holders (as reflected in the Security Register at the close of business on the June 1 and December 1 immediately preceding the Interest Payment Date), in each case, even if the Security is cancelled on registration of transfer or registration of exchange after such record date; provided that, with respect to the payment of principal, the Company will make payment to the Holder that surrenders this Security to any Paying Agent on or after December 15, 2009.

The Company will pay principal, interest and Additional Amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. [Payment of the principal of, interest on and Additional Amounts with respect to the Securities will be made at the office or agency of the Company maintained for that purpose in the City of New York (which shall be located at SunTrust Bank, c/o SunTrust Robinson Humphrey Capital Markets, 125 Broad Street, 3^rd Floor, New York, New York 10004, Attention: Randy Brougher, unless the Company shall designate and maintain some other office or agency for such purpose) and, so long as the Securities are registered on the Luxembourg Stock Exchange and the rules of the stock exchange require, at the office of the Luxembourg Paying Agent in Luxembourg, or at such other office or agency of the Company as may be maintained for such purpose, in lawful money of the United States of America, or payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register; provided, however, that all payments to Holders who have given wire transfer instructions to the Company will be made by wire transfer of immediately available funds to the accounts specified by such Holder.]*** [All payments will be made by wire transfer of immediately available funds to the accounts specified by the Holder.]**** If a payment date is a date other than a Business Day at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day and no interest shall accrue for the intervening period.

*** Include for U.S. Physical Securities only.

****  Include for Global Security only.

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3. Paying Agent and Registrar.

Initially, the Trustee will act as Paying Agent and Registrar and, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the stock exchange require, the Luxembourg Paying Agent will act as Luxembourg paying agent. The Company may change any Paying Agent or Registrar upon written notice thereto. The Company, any Subsidiary or any Affiliate of any of them may act as Paying Agent, Registrar or co-registrar.

4. Guarantees.

This Security is entitled to the benefits of the Guarantee made by each of the Guarantors as described in the Indenture, pursuant to which the Guarantors have irrevocably and unconditionally, jointly and severally, guaranteed on a senior unsecured basis the punctual payment when due, whether at Stated Maturity, by acceleration, redemption or otherwise, of all obligations of the Company under the Indenture and this Security. A Guarantor shall be released from its Guarantee upon the terms and subject to the conditions set forth in the Indenture.

5. Indenture; Limitations.

The Company issued the Securities under an Indenture dated as of December 14, 2004 (the “Indenture”), among the Company, the Guarantors named therein (the “Guarantors” which term will include all successor guarantors under the Indenture) and SunTrust Bank, as trustee (the “Trustee”). Capitalized terms herein are used as defined in the Indenture unless otherwise indicated. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Securities are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Security and the terms of the Indenture, the terms of the Indenture shall control.

The Securities are senior unsecured obligations of the Company.

6. Redemption.

(a) In the event that the Company has become or would become obligated to pay any Additional Amounts as a result of (i) a Change in Tax Law or (ii) a Listing Failure provided that the Company has used reasonable best efforts to list or maintain a listing of the Securities on a “recognized stock exchange” (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (as provided for in Section 10.04 of the Indenture), then the Company may redeem all, but not less than all, of the Securities at any time at 100% of the principal amount thereof on the Redemption Date, together with accrued and unpaid interest and Additional Amounts, if any, thereon to but excluding the Redemption Date. Prior to the publication of the notice of redemption in accordance with the foregoing, the Company shall deliver to the Trustee an Opinion of Counsel.

(b) The Securities may be redeemed, in whole or in part, at the option of the Company at any time at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Securities to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of the principal and interest on such Securities to be redeemed

A-6

discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus, in each case, accrued and unpaid interest and Additional Amounts, if any, thereon to but excluding the Redemption Date; provided, however, that interest installments due on an Interest Payment Date which is on or prior to the Redemption Date will be payable to Holders who are Holders of record of such Securities as of the close of business on the Regular Record Date preceding such Interest Payment Date.

(c) Notice of a redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Securities to be redeemed at such Holder’s last address as it appears in the Security Register. Securities in original denominations larger than US$2,000 may be redeemed in part in integral multiples of US$1,000. On and after the Redemption Date, interest ceases to accrue on Securities or portions of Securities called for redemption, unless the Company defaults in the payment of the Redemption Price.

7. Denominations; Transfer; Exchange.

The Securities are in registered form without coupons, in denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. A Holder may register the transfer or exchange of Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer or exchange of any Securities selected for redemption (except the unredeemed portion of any Security being redeemed in part). Also, it need not register the transfer or exchange of any Securities for a period of 15 days before a selection of Securities to be redeemed is made.

As long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the stock exchange require, the Company shall give notice of such redemption to the Luxembourg Stock Exchange and publish a notice of redemption in a Luxembourg newspaper of general circulation.

8. Persons Deemed Owners.

Prior to due presentment of this Security for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the Company, the Guarantors or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Guarantors, the Trustee nor any such agent shall be affected by notice to the contrary.

9. Unclaimed Money.

If money for the payment of principal or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Company at its request. After that, Holders entitled to the money must look to the Company for payment, unless an abandoned property law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

A-7

10. Discharge Prior to Redemption or Maturity.

Provided other conditions in the Indenture are met, if the Company irrevocably deposits, or causes to be deposited, with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, accrued interest on and Additional Amounts with respect to the Securities to redemption or maturity, the Company will be discharged from the Indenture and the Securities, except in certain circumstances for certain sections thereof.

11. Amendment; Supplement; Waiver.

Subject to certain exceptions, the Indenture or the Securities may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then Outstanding, and any existing default or compliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities then Outstanding. Without notice to or the consent of any Holder, the parties thereto may amend or supplement the Indenture or the Securities to, among other things, cure any ambiguity, defect or inconsistency and make any change that does not adversely affect the rights of any Holder.

12. Restrictive Covenants.

The Indenture contains certain covenants, including, without limitation, covenants with respect to the merger and certain transfers of assets. Within 120 days after the end of each fiscal year, the Company must report to the Trustee on compliance with such covenants.

13. Successor Persons.

When a successor person or other entity expressly assumes all the obligations of its predecessor under the Securities and the Indenture, the predecessor person will be released from those obligations, provided other conditions in the Indenture are met.

14. Remedies for Events of Default.

If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of not less than 25% in principal amount of the Securities then Outstanding may declare all the Securities to be immediately due and payable. If a bankruptcy or insolvency default with respect to the Company or any Guarantor occurs and is continuing, the Securities automatically become immediately due and payable. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of at least a majority in principal amount of the Securities then Outstanding may direct the Trustee in its exercise of any trust or power.

15. Trustee Dealings with Company.

The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may make loans to, accept deposits from, perform services for, and otherwise deal with, the Company and its Affiliates as if it were not the Trustee.

A-8

16. Authentication.

This Security shall not be valid until the Trustee signs the certificate of authentication on the other side of this Security.

17. Abbreviations.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to AMVESCAP PLC, 1315 Peachtree Street, N.E., Suite 500, Atlanta, Georgia 30309, Attention: Chief Financial Officer.

A-9

[SCHEDULE I

AMVESCAP PLC

4.500% Senior Note Due 2009

Date Principal Amount Notation]****

A-10

[FORM OF TRANSFER NOTICE]

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

(Please print or typewrite name and address including zip code of assignee)

the within Security and all rights thereunder, hereby irrevocably constituting and appointing

attorney to transfer such Security on the books of the Company with full power of substitution in the premises.

[THE FOLLOWING PROVISION TO BE INCLUDED

ON ALL CERTIFICATES EXCEPT

PERMANENT OFFSHORE PHYSICAL CERTIFICATES]

In connection with any transfer of this Security occurring prior to the date which is the earlier of the date of an effective Registration Statement or                     , the undersigned confirms that without utilizing any general solicitation or general advertising that:

[Check One]

¨ (a) this Security is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder.

or

¨ (b) this Security is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Security and the Indenture.

If none of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to register this Security in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 3.07 of the Indenture shall have been satisfied.

A-11

Date:                     

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

Signature guaranteed by a member of a “Signature Guarantee Program” (“STAMP”), Stock Exchange Medallion Program (“SEMP”) or New York Stock Exchange Medallion Signature Program, (“MSP”) (an “Eligible Institution”), the signature(s) must be guaranteed by an Eligible Institution.

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:                     

NOTICE: To be executed by an executive officer, general partner, trustee or similar representative.

A-12

GUARANTEE

For value received, the undersigned hereby, jointly and severally, unconditionally guarantee, as principal obligor and not only as a surety, to the Holder of this Security the cash payments in U.S. dollars of principal of and interest on this Security in the amounts and at the times when due and interest on the overdue principal, interest, if any, and Additional Amounts with respect to this Security, if lawful, and the payment or performance of all other obligations of the Company under the Indenture (as defined below) or the Securities, to the Holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security, Article XIII of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article XIII of the Indenture and its terms shall be evidenced therein. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Security.

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture relating to the 4.500% Senior Notes Due 2009 (the “Indenture”) dated as of December 14, 2004 among AMVESCAP PLC, the Guarantors and SunTrust Bank, as trustee (the “Trustee”).

The obligations of the undersigned to the Holders of Securities and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article XIII of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates.

This Guarantee will be a senior unsecured obligation of the Guarantors and will rank pari passu in right of payment with all other existing and future senior unsecured obligations of the Guarantors.

This Guarantee shall be governed by and construed in accordance with the laws of the state of New York.

This Guarantee is subject to release upon the terms set forth in the Indenture.

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IN WITNESS WHEREOF, the Guarantors have caused this instrument to be duly executed.

Date:                     

A I M MANAGEMENT GROUP INC.
By
	Name:
	Title:

A I M ADVISORS, INC.
By
	Name:
	Title:

INVESCO INSTITUTIONAL (N.A.), INC.
By
	Name:
	Title:

INVESCO NORTH AMERICAN HOLDINGS, INC.
By
	Name:
	Title:

A-14

EXHIBIT B

FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF

TRANSFER FROM RESTRICTED GLOBAL SECURITY TO

REGULATION S GLOBAL SECURITY

SunTrust Bank

25 Park Place

24^th Floor

Atlanta, Georgia 30303

Attn: Corporate Trust Office

Re: 4.500% Senior Notes Due 2009 of AMVESCAP PLC

Reference is hereby made to the Indenture, dated as of December 14, 2004 (the “Indenture”), between AMVESCAP PLC, as issuer (the “Company”), each of the Guarantors named in the first paragraph of the Indenture and SunTrust Bank, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

This letter relates to US$                     principal amount of Securities which are evidenced by the Restricted Global Security (CUSIP No.                    ) and held with the Depositary in the name of Cede & Co. (the “Transferor”). The Transferor has requested a transfer of such beneficial interest in the Securities to a Person who will take delivery thereof in the form of an equal principal amount of Securities evidenced by the Regulation S Global Security (CUSIP No.                     ).

In connection with such request and in respect of such Securities, the Transferor hereby certifies that such transfer has been effected in compliance with the transfer restrictions applicable to the Global Securities and pursuant to and in accordance with Rule 903, Rule 904 or Rule 144 under the United States Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor hereby further certifies that:

(A) if the transfer has been effected pursuant to Rule 903 or Rule 904:

(1) the offer of the Securities was not made to a person in the United States;

(2) either:

(a) at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed and believes that the transferee was outside the United States; or

(b) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was prearranged with a buyer in the United States;

B-1

(3) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;

(5) if the transfer is being requested prior to January 23, 2005, upon completion of the transaction, the beneficial interest being transferred as described above is to be held with the Depositary through Euroclear or Clearstream, or both (Common Code                     ); and

(B) If the transfer has been effected pursuant to Rule 144, the Securities have been transferred in a transaction permitted by Rule 144 under the Securities Act.

Upon giving effect to this request to exchange a beneficial interest in such Restricted Global Security for a beneficial interest in a Regulation S Global Security, the resulting beneficial interest shall be subject to the restrictions on transfer applicable to Regulation S Global Security pursuant to the Indenture and the Securities.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Terms used in this certificate and not otherwise defined in the Indenture have the meanings set forth in Regulation S under the Securities Act.

[Insert Name of Transferor]
By:
	Name:
	Title:

Signature guaranteed by a member of a “Signature Guarantee Program” (“STAMP”), Stock Exchange Medallion Program (“SEMP”) or New York Stock Exchange Medallion Signature Program, (“MSP”) (an “Eligible Institution”), the signature(s) must be guaranteed by an Eligible Institution.

Dated: _______________, ____

B-2

EXHIBIT C

FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF

TRANSFER FROM REGULATION S GLOBAL SECURITY TO

RESTRICTED GLOBAL SECURITY

SunTrust Bank

25 Park Place

24^th Floor

Atlanta, Georgia 30303

Attn: Corporate Trust Office

Re: 4.500% Senior Notes Due 2009 of AMVESCAP PLC

Reference is hereby made to the Indenture, dated as of December 14, 2004 (the “Indenture”), between AMVESCAP PLC, as issuer (the “Company”), each of the Guarantors named in the first paragraph of the Indenture and SunTrust Bank, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

This letter relates to US$                     principal amount of the Securities which are evidenced by the Regulation S Global Security (CUSIP No.                     ) and held with the Depositary in the name of Cede & Co. (the “Transferor”). The Transferor has requested a transfer of such beneficial interest in the Securities to a Person who will take delivery thereof in the form of an equal principal amount of Securities evidenced by the Restricted Global Security (CUSIP No.                     ), to be held with the Depositary.

In connection with such request and in respect of such Securities, the Transferor hereby certifies that such transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the Securities are being transferred to a Person that the Transferor reasonably believes is purchasing the Securities for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Securities are being transferred in compliance with any applicable blue sky securities laws of any state of the United States.

Upon giving effect to this request to exchange a beneficial interest in Regulation S Global Securities for a beneficial interest in the Restricted Global Security, the resulting beneficial interest shall be subject to the restrictions on transfer applicable to the U.S. Global Securities pursuant to the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Terms used in this certificate and not otherwise defined in the Indenture have the meanings set forth in Regulation S under the Securities Act.

C-1

[Insert Name of Transferor]
By
	Name:
	Title:

Dated:                     ,     

Signature guaranteed by a member of a “Signature Guarantee Program” (“STAMP”), Stock Exchange Medallion Program (“SEMP”) or New York Stock Exchange Medallion Signature Program, (“MSP”) (an “Eligible Institution”), the signature(s) must be guaranteed by an Eligible Institution.

C-2

EXHIBIT D

FORM OF CERTIFICATE FOR TRANSFER OF U.S. PHYSICAL SECURITIES TO

REGULATION S GLOBAL SECURITY OR RESTRICTED GLOBAL SECURITY

SunTrust Bank

25 Park Place

24^th Floor

Atlanta, Georgia 30303

Attn: Corporate Trust Office

Re: 4.500% Senior Notes Due 2009 of AMVESCAP PLC

Reference is hereby made to the Indenture, dated as of December 14, 2004 (the “Indenture”), between AMVESCAP PLC as issuer (the “Company”), each of the Guarantors named in the first paragraph of the Indenture and SunTrust Bank, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

This letter relates to US$                     principal amount of Securities which are evidenced by a definitive certificated Security (Certificate No.                     , CUSIP No.                     , in the name of                     ) (the “Transferor”). The Transferor has requested a transfer of such interest in the Securities to a Person that will take delivery thereof in the form of an equal principal amount of Securities evidenced by the [Restricted Global Security (CUSIP No.                     )] [Regulation S Global Security (CUSIP No.                     )].

In connection with such request and in respect of such Securities, the Transferor does hereby certify that: [if such request is made for transfer to the Regulation S Global Security: such transfer has been effected pursuant to and in accordance with Rule 903, Rule 904 or Rule 144 under the United States Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby further certify that:

(1) if the transfer has been effected pursuant to Rule 903 or Rule 904:

(A) the offer of the Securities was not made to a person in the United States;

(B) either:

(i) at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed that the transferee was outside the United States, or

(ii) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was prearranged with a buyer in the United States;

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(C) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; [and]

(D) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; [and

(E) if the transfer is being requested prior to January 23, 2005: Upon completion of the transaction, the beneficial interest being transferred as described above is to be held with the Depositary through Euroclear or Clearstream or both (Common Code             );] or

(2) if the transfer has been effected pursuant to Rule 144, the Securities have been transferred in a transaction permitted by Rule 144.]

[if such request is made for transfer to the Restricted Global Security: such transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act, and, accordingly, the Transferor hereby further certifies that the Securities are being transferred to a person that the Transferor reasonably believes is purchasing the Securities for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A [and such Securities are being transferred in compliance with any applicable blue sky securities laws of any state of the United States].

This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Terms used in this certificate and not otherwise defined in the Indenture have the meanings set forth in Regulation S under the Securities Act.

D-2

Upon completion of the transaction, the beneficial interest being transferred as described above is to be held with the Depositary through Euroclear or Clearstream or both (Common Code            ).

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                    ,     

Signature guaranteed by a member of a “Signature Guarantee Program” (“STAMP”), Stock Exchange Medallion Program (“SEMP”) or New York Stock Exchange Medallion Signature Program, (“MSP”) (an “Eligible Institution”), the signature(s) must be guaranteed by an Eligible Institution.

D-3

EXHIBIT E

FORM OF CERTIFICATE FOR TRANSFER OR EXCHANGE AFTER TWO YEARS

SunTrust Bank

25 Park Place

24^th Floor

Atlanta, Georgia 30303

Attn: Corporate Trust Office

Re: 4.500% Senior Notes Due 2009 of AMVESCAP PLC

Reference is hereby made to the Indenture, dated as of December 14, 2004 (the “Indenture”), between AMVESCAP PLC as issuer (the “Company”), each of the Guarantors named in the first paragraph of the Indenture and SunTrust Bank, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

[For transfers: This letter relates to US$                     principal amount of Securities which are evidenced by a [Restricted Global Security (CUSIP No.                     ) and held with the Depositary in the name of Cede & Co.] [a U.S. Physical Security (CUSIP No.                     ) registered in the name of                     ] [and held for the benefit of                     ] (the “Beneficial Owner”). The Beneficial Owner has requested that its beneficial interest in such Securities be transferred to a Person that will take delivery thereof in the form of an equal principal amount of Securities evidenced by the Regulation S Global Security (CUSIP No.                     ).

In connection with such request and in respect of such Securities, the Beneficial Owner does hereby certify that upon such transfer, (a) a period of at least two years will have elapsed since December 14, 2004, (b) the Beneficial Owner during the three months preceding the date of such transfer was not an “affiliate” of the Company (as defined in Rule 144 under the Securities Act), and it was not acting on behalf of such an affiliate and (c) such Person to whom such transfer is being made is not an “affiliate” of the Company.]

[For exchanges: This letter relates to US$                     principal amount of Securities that are evidenced by a [Restricted Global Security (CUSIP No.                     ) and held with the Depositary in the name of [                    ] [and held for the benefit of ]                     ] (the “Beneficial Owner”). The Beneficial Owner has requested that its beneficial interest in such Securities be exchanged for a beneficial interest in an equal principal amount of Securities evidenced by the Regulation S Global Security (CUSIP No.                     ).

In connection with such request and in respect of such Securities, the Beneficial Owner does hereby certify that [it is located and acquired such securities outside the United States (if the Restricted Period has ended) and that such transfer is being made in accordance with Rule 903 or 904 of Regulation S promulgated under the United States Securities Act of 1933, as amended],[

E-1

upon such exchange, (a) it will be the beneficial owner of such Securities, (b) a period of at least two years will have elapsed since December 14, 2004 and (c) the Beneficial Owner will not be, and during the three months preceding the date of such exchange will not have been, an “affiliate” of the Company (as defined in Rule 144 under the Securities Act), and it is not acting on behalf of such an affiliate.]

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

Dated:	[Insert Name of Beneficial Owner]
	By:
		Name:
		Title:
	Signature guaranteed by a member of a “Signature Guarantee Program” (“STAMP”), Stock Exchange Medallion Program (“SEMP”) or New York Stock Exchange Medallion Signature Program, (“MSP”) (an “Eligible Institution”), the signature(s) must be guaranteed by an Eligible Institution.

E-2

Indenture

Dated as of December 14, 2004

US$300,000,000

4.500% Senior Notes Due 2009

AMVESCAP PLC,

Issuer,

EACH OF THE GUARANTORS

NAMED HEREIN,

Guarantors,

and

SUNTRUST BANK,

Trustee

AMVESCAP PLC

Reconciliation and tie between Trust Indenture Act

of 1939 and Indenture, dated as of December 14, 2004

Trust Indenture     Act Section	Indenture Section
§ 310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . .	6.08
310(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .	6.08
310(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .	N/A
310(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .	N/A
310(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .	6.08
310(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .	6.05, 6.09
§ 311 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	6.05, 6.06
§ 312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	7.01
312(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .	7.01
312(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .	7.01
§ 313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	7.02
§ 313(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	7.02
313(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .	6.01, 7.02
§ 313(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	7.02
§ 314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	10.06; 10.07
§ 314(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	N/A
§ 314(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	N/A
§ 314(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	N/A
§ 314(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	1.02
§ 315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	6.01
§ 315(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	6.02
§ 315(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	6.02
§ 315(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	5.15
§ 316(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	5.12, 5.13
§ 316(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	5.08
§ 316(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	1.04

TABLE OF CONTENTS

		Page
PARTIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . .		1
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..		1
Section 1.01	Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . .	1
Section 1.02	Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .	8
Section 1.03	Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .	9
Section 1.04	Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . .	10
Section 1.05	Notices, etc., to Trustee, Company or Guarantors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .	11
Section 1.06	Notice to Holders, Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	12
Section 1.07	Conflict of any Provision of Indenture with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .	12
Section 1.08	Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .	12
Section 1.09	Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .	12
Section 1.10	Separability Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	12
Section 1.11	Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	13
Section 1.12	Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . .	13
Section 1.13	Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	13
Section 1.14	Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	13
Section 1.15	Agent for Service; Submission to Jurisdiction; Waiver of Immunities and Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . ..	13
Section 1.16	Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . .	14
ARTICLE II
SECURITY FORMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		15
Section 2.01	Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	15
Section 2.02	Restrictive Legends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	16
ARTICLE III
THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		17
Section 3.01	Title and Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . .	17
Section 3.02	Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . .	18
Section 3.03	Execution, Authentication, Delivery and Dating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .	18
Section 3.04	Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	20

Note: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.

Section 3.05	Registration, Registration of Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .	20
Section 3.06	Book-Entry Provisions for Restricted Global Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .	21
Section 3.07	Special Transfer Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .	23
Section 3.08	Mutilated, Destroyed, Lost and Stolen Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .	26
Section 3.09	Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
Section 3.10	Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	28
Section 3.11	Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . .	28
Section 3.12	CUSIP and CINS Numbers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .	29
Section 3.13	Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	29
ARTICLE IV
SATISFACTION AND DISCHARGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .		29
Section 4.01	Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . .	29
Section 4.02	Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .	30
ARTICLE V
REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		30
Section 5.01	Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	30
Section 5.02	Acceleration of Maturity; Rescission and Annulment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .	32
Section 5.03	Collection of Indebtedness and Suits for Enforcement by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .	33
Section 5.04	Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .	33
Section 5.05	Trustee May Enforce Claims Without Possession of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .	34
Section 5.06	Application of Money Collected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .	34
Section 5.07	Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	35
Section 5.08	Unconditional Right of Holders to Receive Principal, Interest and Additional Amounts . . . . . . . . . . . . . . . . . . . . . . . ..	35
Section 5.09	Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .	36
Section 5.10	Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .	36
Section 5.11	Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .	36
Section 5.12	Control by Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	36
Section 5.13	Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	37
Section 5.14	Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .	37
Section 5.15	Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	37
ARTICLE VI
THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		38
Section 6.01	Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .	38
Section 6.02	Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	38
Section 6.03	Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	38
Section 6.04	Trustee Not Responsible for Recitals or Issuance of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .	40
Section 6.05	May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	40

Section 6.06	Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	40
Section 6.07	Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .	40
Section 6.08	Corporate Trustee Required; Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . .	41
Section 6.09	Resignation and Removal; Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .	41
Section 6.10	Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .	42
Section 6.11	Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .	43
Section 6.12	Withholding Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	43
ARTICLE VII
HOLDERS’ LISTS AND REPORTS BY TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . .		44
Section 7.01	Disclosure of Names and Addresses of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .	44
Section 7.02	Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . .	44
ARTICLE VIII
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . .		44
Section 8.01	Company and Guarantors May Consolidate, etc., Only on Certain Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..	44
Section 8.02	Successor Person Substituted for Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .	45
ARTICLE IX
SUPPLEMENTS AND AMENDMENTS TO INDENTURE AND SECURITIES GUARANTEES . . . . . . . . . . . . . . . . . . . . ..		46
Section 9.01	Without Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	46
Section 9.02	With Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	47
Section 9.03	Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . .	48
Section 9.04	Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .	48
Section 9.05	Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . .	48
Section 9.06	Reference in Securities to Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .	48
Section 9.07	Notice of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .	48
Section 9.08	Revocation and Effect of Consents, Waivers and Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .	48
ARTICLE X
COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		49
Section 10.01	Payment of Principal and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .	49
Section 10.02	Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .	49
Section 10.03	Money for Security Payments to Be Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .	50
Section 10.04	Additional Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	51
Section 10.05	Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	53
Section 10.06	Statement by Officers As to Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .	53
Section 10.07	Provision of Reports and Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .	53
Section 10.08	Waiver of Certain Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .	54

Section 10.09	Additional Guarantors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	54
ARTICLE XI
REDEMPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . .		55
Section 11.01	Right of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	55
Section 11.02	Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . .	56
Section 11.03	Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . .	56
Section 11.04	Selection by Trustee of Securities to Be Redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .	56
Section 11.05	Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	57
Section 11.06	Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .	58
Section 11.07	Securities Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .	58
Section 11.08	Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	58
ARTICLE XII
DEFEASANCE AND COVENANT DEFEASANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .		58
Section 12.01	Company Option to Effect Defeasance or Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..	58
Section 12.02	Defeasance and Discharge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	59
Section 12.03	Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .	59
Section 12.04	Conditions to Defeasance or Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .	59
Section 12.05	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions . . . . . . . .	62
Section 12.06	Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	62
ARTICLE XIII
SECURITIES GUARANTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . .		63
Section 13.01	Unconditional Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	63
Section 13.02	Limitations on Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	64
Section 13.03	Execution and Delivery of Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . .	64
Section 13.04	Release of the Guarantors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .	65
Section 13.05	Waiver of Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .	65
Section 13.06	Immediate Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .	66
Section 13.07	No Set-Off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . .	66
Section 13.08	Obligations Absolute . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	66
Section 13.09	Obligations Not Reduced . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	66
Section 13.10	[Intentionally Omitted] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	66
Section 13.11	Obligations Not Affected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .	66
Section 13.12	Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . .	67
Section 13.13	No Obligation To Take Action Against the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .	68
Section 13.14	Dealing with the Company and Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .	68
Section 13.15	Default and Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	68
Section 13.16	Amendment, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	69
Section 13.17	Acknowledgement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .	69

Section 13.18	No Merger or Waiver; Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .	69
Section 13.19	Survival of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	69
Section 13.20	Guarantee in Addition to Other Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .	69
Section 13.21	Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . .	69
Section 13.22	Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .	70

EXHIBITS

Exhibit A -	Form of Security
Exhibit B -	Form of Certificate for Exchange or Registration of Transfer from Restricted Global Security to Regulation S Global Security
Exhibit C -	Form of Certificate for Exchange or Registration of Transfer from Regulation S Global Security to Restricted Global Security
Exhibit D -	Form of Certificate for Transfer of U.S. Physical Securities to Regulation S Global Security or Restricted Global Security
Exhibit E -	Form of Certificate for Transfer or Exchange after Two Years

EX-4.2

Exhibit 4.2

INDENTURE, dated as of December 14, 2004, among AMVESCAP PLC, a public limited company duly organized and existing under the laws of the United Kingdom (the “Company”), A I M MANAGEMENT GROUP INC., A I M ADVISORS, INC., INVESCO INSTITUTIONAL (N.A.), INC., and INVESCO NORTH AMERICAN HOLDINGS, INC. (collectively, the “Guarantors”) and SunTrust Bank, a bank and trust company duly organized and existing under the laws of Georgia (the “Trustee”).

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Indenture to create and provide for the issuance from time to time of 5.375% Senior Notes Due 2014 (the “Initial Securities”) and 5.375% Senior Notes Due 2014, Series B (the “Exchange Securities” and, together with the Initial Securities and any Additional Securities, the “Securities”) of substantially the tenor as hereinafter set forth.

Each of the Guarantors has duly authorized the execution and delivery of this Indenture to provide for the issuance of guarantees of the Securities as provided in this Indenture.

Upon the effectiveness of the Exchange Offer Registration Statement (as defined herein) or the Shelf Registration Statement (as defined herein), this Indenture will be subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.

All things necessary to make this Indenture a valid and legally binding agreement of the Company and the Guarantors, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

Section 1.01 Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(b) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(c) unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Indenture; and

(d) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

“Act”, when used with respect to any Holder, has the meaning specified in Section 1.04.

“Additional Amounts” has the meaning set forth in Section 10.04.

“Additional Securities” has the meaning set forth in Section 3.01.

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control”, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent Member” means any member of or participant in, the Depositary.

“Applicable Procedures” means applicable procedures of the Depositary, Euroclear or Clearstream, as the case may be.

“Board of Directors” means, as the context requires, either the board of directors of the Company or a Guarantor, as the case may be, or any duly authorized committee of that board.

“Board Resolution” means, as the context requires, a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or a Guarantor, as the case may be, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York or London, England are authorized or obligated by law or executive order to close.

“Change in Tax Law” has the meaning specified in Section 11.01(a).

“Clearstream” means Clearstream Banking, S.A., or any successor securities clearing agency.

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“Commission” means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Company” means the Person named as the “Company” in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by its Chairman, its Chief Executive Officer, its President, any Vice President, its Treasurer or an Assistant Treasurer, and delivered to the Trustee.

“Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financing practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.

“Comparable Treasury Price” means (a) the average of three Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations.

“Corporate Trust Office” means the principal corporate trust office of the Trustee, at which at any particular time its corporate trust business shall be administered, which office at the date of execution of this Indenture is located at 25 Park Place, 24^th Floor, Atlanta, Georgia 30303.

“Credit Facilities” means (a) the Five-Year Credit Agreement, dated as of June 18, 2001, as amended on June 16, 2003, among the Company, as borrower, Citibank, N.A., Bank of America, N.A. and HSBC Bank Plc, as co-syndication agents, Bank of America, N.A., as funding agent, and the initial lenders named therein, as the same may be amended, modified, extended, refinanced, restated or replaced from time to time, (b) the 364-Day Credit Agreement, dated as June 18, 2001, as amended on June 16, 2003, among the Company, as borrower, Citibank, N.A., Bank of America, N.A. and HSBC Bank Plc, as co-syndication agents, Bank of America, N.A., as funding agent, and the initial lenders named therein, as the same may be amended, modified, extended, refinanced, restated or replaced from time to time, and (c) any other agreement or agreements between the Company and one or more financial institutions providing for the making of loans or advances on a revolving basis, term loans, the issuance of letters of credit and/or the creation of bankers’ acceptances to fund, among other things, the Company’s general corporate requirements.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Defaulted Interest” has the meaning specified in Section 3.09.

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“Depositary” means The Depository Trust Company, its nominees and successors.

“Euroclear” means the Euroclear Bank, S.A./N.V., or any successor securities clearing agency.

“Event of Default” has the meaning specified in Section 5.01.

“Exchange Act” means the Securities and Exchange Act of 1934, as amended from time to time, and the rules and regulations thereunder.

“Exchange Offer” means the exchange offer that may be effected pursuant to the Registration Rights Agreement or other substantially similar exchange offer relating to the Initial Securities and any Additional Securities.

“Exchange Offer Registration Statement” means the Exchange Offer Registration Statement as defined in the Registration Rights Agreement.

“Exchange Security” means any Security issued in exchange for an Initial Security or Initial Securities and any Additional Security or Additional Securities pursuant to the Exchange Offer or otherwise registered under the Securities Act and any Security with respect to which the next preceding Predecessor Security of such Security was an Exchange Security.

“Global Security” shall have the meaning specified in Section 2.01.

“Guarantees” has the meaning specified in Section 13.01.

“Guarantor” means (a) each Person named as the “Guarantor” in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Guarantor” shall mean such successor Person and (b) any Person that becomes a Guarantor after the date of this Indenture pursuant to Section 10.09 hereof.

“Holder” means the Person in whose name a Security is, at the time of determination, registered on the Security Register.

“Indebtedness” means indebtedness for borrowed money or for the unpaid purchase price of real or personal property of the Company in accordance with generally accepted accounting principles in the United Kingdom, consistently applied, that are then in effect.

“Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof.

“Initial Securities” has the meaning stated in the first recital of this Indenture.

“Interest Payment Date” means the Stated Maturity of an installment of interest on the Securities.

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“Listing Failure” has the meaning specified in Section 10.04.

“Luxembourg Paying Agent” means Banque Générale du Luxembourg S.A. or any successor thereto appointed by the Company.

“Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption or otherwise.

“Obligations” means the obligations of the Company and any other obligor hereunder or under the Securities, including the Guarantors, to pay principal of, interest on and Additional Amounts with respect to the Securities when due and payable at Maturity, and all other amounts due or to become due under or in connection with this Indenture, the Securities and the performance of all other obligations to the Trustee (including all amounts due to the Trustee under Section 6.07 hereof) and the Holders under this Indenture and the Securities according to the terms hereof and thereof.

“Officers’ Certificate” means a certificate signed by the Chairman, the Executive Chairman, the Chief Executive Officer, the President, the Chief Financial Officer, the General Counsel or any Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary, an Assistant Secretary or the Chief Financial Officer (provided that the Chief Financial Officer may only sign on behalf of the Company or any Guarantor once) of the Company or any Guarantor, as applicable, and delivered to the Trustee.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company or the Guarantors, as applicable, including an employee of the Company, and who shall be acceptable to the Trustee.

“Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(a) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(b) Securities, or portions thereof, for whose payment, redemption or purchase money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; the Paying Agent (if other than the Trustee) shall give prompt written notice of any such deposit to the Trustee;

(c) Securities, except to the extent provided in Article XII, with respect to which the Company has effected defeasance and/or covenant defeasance as provided in Article XII; and

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(d) Securities which have been paid pursuant to Section 3.08 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands the Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, consent, notice or waiver hereunder, and for the purpose of making the calculations required by TIA Section 313, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee has actual knowledge are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor.

“Paying Agent” means any Person authorized by the Company to pay the principal of or interest on any Securities on behalf of the Company.

“Person” means any individual, corporation, limited or general partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Place of Payment” means, when used with respect to the Securities, the place or places where the principal of and interest on the Securities are payable as specified as contemplated by Section 3.01 and Section 3.09.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.08 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Private Placement Legend” has the meaning specified in Section 2.02.

“QIB” means a “Qualified Institutional Buyer” under Rule 144A.

“Redemption Date”, when used with respect to any Security to be redeemed, in whole or in part, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Reference Treasury Dealer” means Citigroup Global Markets Inc., J.P. Morgan Securities Inc., and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and their respective

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successors, and any other primary treasury dealer selected by the Trustee and acceptable to the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.

“Registrar” means SunTrust Bank and any successor authorized by the Company to act as Registrar.

“Registration Rights Agreement” means the Registration Rights Agreement dated as of December 14, 2004 , among the Company, the Guarantors and the initial purchasers named therein.

“Registration Statement” means the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be.

“Regular Record Date” for the interest payable on any Interest Payment Date means the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.

“Regulation S” means Regulation S under the Securities Act.

“Regulation S Global Security” has the meaning specified in Section 2.01.

“Responsible Officer” when used with respect to the Trustee, means any officer within the corporate trust department at the Corporate Trust Office (or any successor office) of the Trustee, including any Vice President, Assistant Vice President or any other officer of the Trustee customarily performing functions similar to those performed by any of the above-designated officers, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Restricted Global Security” has the meaning specified in Section 2.01.

“Restricted Period” has the meaning set forth in Section 3.06.

“Rule 144A” means Rule 144A under the Securities Act.

“Securities” means the Initial Securities, the Exchange Securities and any Additional Securities and more particularly means any Securities authenticated and delivered under this Indenture. All Initial Securities, Exchange Securities and Additional Securities shall vote together and be treated for all purposes as one series of Securities under this Indenture.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations thereunder.

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“Security Register” has the meaning set forth in Section 3.05.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.09.

“Stated Maturity” means, when used with respect to any Security or any installment of interest thereon, the date specified in such Security as the fixed date on which the principal of such Security or such installment of interest is due and payable.

“Subsidiary” means any Person a majority of the equity ownership or voting stock of which is at the time owned, directly or indirectly, by the Company and/or one or more Subsidiaries of the Company. For the purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

“Tax” means any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and any other liabilities related thereto).

“Taxing authority” means any government or political subdivision or territory or possession of any government or any authority or agency therein or thereof having power to tax.

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue (computed as of the third Business Day immediately preceding the Redemption Date), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended, as in force at the date as of which this Indenture was executed, except as provided in Section 9.05.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor Trustee.

“U.K. Withholdings Taxes” has the meaning specified in Section 10.04.

“U.S. Government Obligations” has the meaning set forth in Section 12.04.

“U.S. Physical Securities” has the meaning set forth in Section 2.01.

Section 1.02 Compliance Certificates and Opinions.

Upon any application or request by the Company or the Guarantor to the Trustee to take any action under any provision of this Indenture, the Company or the Guarantor, as the case may be, shall furnish to the Trustee such certificates and opinions as may be required under the Trust

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Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company or the Guarantor, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 10.06(a)) shall include:

(a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 1.03 Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company and/or any Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company and/or any such Guarantor stating that the information with respect to such factual matters is in the possession of the Company and/or any such Guarantors, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

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Section 1.04 Acts of Holders.

Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in Person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company or the Guarantors. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee, the Company and the Guarantors, if made in the manner provided in this Section.

The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

The ownership of Securities shall be proved by the Security Register.

If the Company or any Guarantor shall solicit from the Holders of Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company or any such Guarantor (as the case may be), may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company or any such Guarantor (as the case may be) shall have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu

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thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company and/or the Guarantors in reliance thereon, whether or not notation of such action is made upon such Security.

For all purposes of this Indenture, all Initial Securities, Exchange Securities and Additional Securities shall vote together as one series of Securities under this Indenture.

Section 1.05 Notices, etc., to Trustee, Company or Guarantors.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:

(a) the Trustee by any Holder, the Company or any Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing or mailed, first-class postage prepaid, to or with the Trustee at its Corporate Trust Office, or sent by facsimile to the Trustee (with receipt confirmed by telephone) at 404-588-7335; or

(b) the Company by the Trustee, any Holder or any Guarantor shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at 30 Finsbury Square, London EC2A 1AG, England, Attention: Secretary, or sent by facsimile to the Company at 011-44-020-7012-0642 (with receipt confirmed by phone at 011-44-(0)207-638-0731) with a copy to 1315 Peachtree Street, N.E., Suite 500, Atlanta, Georgia 30309, Attention: Chief Financial Officer, or sent by facsimile at (404) 724-4280 (with receipt confirmed by telephone at (404) 724-4251), or at any other address or facsimile number previously furnished in writing to the Trustee by the Company; or

(c) any Guarantor by the Company, any other Guarantor, the Trustee or any Holder shall be sufficient for any purpose hereunder (unless otherwise herein expressly provided) if in writing, and mailed, first class postage prepaid, to such Guarantor addressed to it c/o AMVESCAP PLC, 1315 Peachtree Street, N.E., Suite 500, Atlanta, Georgia 30309, Attention: General Counsel, or sent by facsimile to such Guarantor at (404) 724-4280 (with receipt confirmed by telephone at (404) 479-2889), or at any other address or facsimile number previously furnished in writing to the Trustee by such Guarantor; or

(d) the Luxembourg Paying Agent by the Company, any Guarantor, the Trustee or any Holder shall be sufficient for any purpose hereunder (unless otherwise herein expressly provided) if in writing, and mailed, first class postage prepaid, to the Luxembourg Paying Agent addressed to it at Banque Générale du Luxembourg S.A., 50 Avenue J.F. Kennedy, L-2951 Luxembourg, or at any other address or facsimile number previously furnished in writing to the Company.

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Section 1.06 Notice to Holders, Waiver.

Where this Indenture provides for notice of any event to Holders by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder.

Section 1.07 Conflict of any Provision of Indenture with Trust Indenture Act.

If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Sections 310 to 318, inclusive, of the Trust Indenture Act, or conflicts with any provision (an “incorporated provision”) required by or deemed to be included in this Indenture by operation of such Trust Indenture Act sections, such imposed duties or incorporated provision shall control.

Section 1.08 Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.09 Successors and Assigns.

All covenants and agreements in this Indenture by the Company and the Guarantors shall bind its respective successors and assigns, whether so expressed or not.

Section 1.10 Separability Clause.

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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Section 1.11 Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto, any Paying Agent, any Securities Registrar and their successors hereunder, and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 1.12 Counterparts.

This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

Section 1.13 Governing Law.

This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York (without regard to applicable principles of conflicts of law thereof). Upon the issuance of the Exchange Securities, if any, or the effectiveness of the Exchange Offer Registration Statement or, under certain circumstances, the effectiveness of the Shelf Registration Statement, this Indenture shall be subject to the provisions of the Trust Indenture Act that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.

Section 1.14 Legal Holidays.

In any case where any Interest Payment Date, Redemption Date, date established for payment of Defaulted Interest pursuant to Section 3.09, Stated Maturity or Maturity with respect to any Security or other day on which principal, interest or Additional Amounts in respect or the Securities is due, shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Securities) payment of principal, interest or Additional Amounts need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date, date established for payment of Defaulted Interest pursuant to Section 3.09 or Stated Maturity or Maturity; provided that no interest shall accrue for the period from and after such Interest Payment Date or other such day, Redemption Date, date established for payment of Defaulted Interest pursuant to Section 3.09, Stated Maturity or Maturity, as the case may be, to the next succeeding Business Day.

Section 1.15 Agent for Service; Submission to Jurisdiction; Waiver of Immunities and Jury Trial.

The Company and each Guarantor agree that any suit, action or proceeding against the Company or any Guarantor arising out of or based upon this Indenture or the transactions contemplated hereby may be instituted in any State or Federal court in The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the nonexclusive jurisdiction of such courts in any suit, action or proceeding. The Company and each Guarantor has appointed CT Corporation System, 111 Eighth Avenue, New York, New York 10011 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding

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arising out of or based upon this Indenture or the transactions contemplated herein which may be instituted in any State or Federal court in The City of New York, New York, and expressly accepts the nonexclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company and the Guarantors further agree to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years from the date of this Indenture. If for any reason CT Corporation System shall cease to be available to act as such authorized agent for the Company and the Guarantors, the Company the Guarantors agree to designate a new agent in the State of New York on the terms and for the purpose of this Section 1.15 The Company and each Guarantor hereby represent and warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company and each Guarantor agree to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action arising out of or based upon this Indenture may be instituted in any court of competent jurisdiction in England.

To the extent that the Company or any Guarantor has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set off or any legal process (whether service of notice, attachment in aid of or otherwise) with respect to itself or its property, it hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Indenture, the Securities or the Guarantees, as applicable.

Section 1.16 Currency.

(a) Each reference in this Indenture to U.S. dollars (the “relevant currency”) is of the essence. To the fullest extent permitted by law, the obligation of the Company in respect of any amount due with respect to the Securities or any other obligation under this Indenture will, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the relevant currency that the party entitled to receive such payment may, in accordance with its normal procedures, purchase with the sum paid in such other currency (after any premium and costs of exchange) on the Business Day immediately following the day on which such party receives such payment. If the amount in the relevant currency that may be so purchased for any reason falls short of the amount originally due, the Company will pay such additional amounts, in the relevant currency, as may be necessary to compensate for the shortfall. Any obligation of the Company not discharged by such payment will, to the fullest extent permitted by applicable law, be due as a separate and independent obligation and, until discharged as provided herein, will continue in full force and effect.

(b) The Company and the Guarantors, jointly and severally, agree to indemnify each Holder against any loss incurred by such Holder as a result of any judgment or order being given or made against the Company or any of the Guarantors, for any U.S. dollar amount due under this Indenture and such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into the Judgment Currency for the

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purpose of such judgment or order and (ii) the spot rate of exchange in the City of New York at which such party on the date of payment of such judgment or order is able to purchase U.S. dollars with the amount of the Judgment Currency actually received by such party if such party had utilized such amount of Judgment Currency to purchase U.S. dollars as promptly as practicable upon such party’s receipt thereof. The foregoing indemnity shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, U.S. dollars.

ARTICLE II

SECURITY FORMS

Section 2.01 Forms Generally.

The Securities and the Trustee’s certificate of authentication shall be in substantially the form annexed hereto as Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security.

The definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such Securities.

The terms and provisions contained in the form of the Securities annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Initial Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities without interest coupons substantially in the form set forth in Exhibit A (collectively “Restricted Global Security”) deposited with, or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Restricted Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Initial Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Securities in fully registered form without interest coupons substantially in the form set forth in Exhibit A (collectively, the “Regulation S Global Security” and, together with the Restricted Global Security, the “Global Securities” or each individually, a “Global Security”). The Regulation S Global Security will be registered in the name of a nominee of the Depositary and deposited with or on behalf of the Depositary or with

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the Trustee, as custodian for Depositary, for the accounts of Euroclear and Clearstream. The aggregate principal amount of the Regulation S Global Security may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Until and including the 40th day after the date of this Indenture, beneficial interests in the Regulation S Global Security may be held only through Euroclear or Clearstream, unless delivery is made through the Restricted Global Security in accordance with the certification requirements provided in this Indenture.

If the Depositary is at any time unwilling or unable to continue as a depositary, or if, in the case of the Regulation S Global Security held for an account of Euroclear or Clearstream, Euroclear or Clearstream, as the case may be, is closed for business for 14 continuous days or announces an intention to cease or permanently ceases business, the Company will issue certificates for the Securities in definitive, fully registered, non-global form without interest coupons in exchange for the Regulation S Global Security or Restricted Global Security, as the case may be. In all cases, certificates for Securities delivered in exchange for any Global Security or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by the Depositary.

In the case of certificates for Securities in non-global form issued in exchange for the Regulation S Global Security or Restricted Global Security, such certificates will bear the first legend appearing under Section 2.02 of this Indenture (unless the Company determines otherwise in accordance with applicable law). The holder of a Security in non-global form may transfer such Security, subject to compliance with the provisions of such legend, by surrendering it at the office or agency maintained by the Company for such purpose in the Borough of Manhattan, The City of New York, which initially will be the office of the Trustee.

Initial Securities offered and sold other than as global securities shall be issued in the form of permanent certificated Securities in registered form in substantially the form set forth in this Article (the “U.S. Physical Securities”).

Section 2.02 Restrictive Legends.

Unless and until (i) an Initial Security is sold under an effective Registration Statement or (ii) an Initial Security is exchanged for an Exchange Security in connection with an effective Registration Statement, in each case pursuant to the Registration Rights Agreement, each certificate representing a Security shall contain a legend substantially to the following effect (the “Private Placement Legend”) on the face thereof:

“THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A

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TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF SUCH OFFSHORE JURISDICTION, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND ANY JURISDICTION OUTSIDE THE UNITED STATES.”

Each Global Security, whether or not an Initial Security, shall also bear the following legend on the face thereof:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 3.06 AND 3.07 OF THE INDENTURE.

ARTICLE III

THE SECURITIES

Section 3.01 Title and Terms.

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. Concurrently with the execution and delivery of this Indenture, the aggregate principal amount of Initial Securities to be authenticated and delivered

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under this Indenture is $300,000,000. Additional Securities, which may be Initial Securities or Exchange Securities (“Additional Securities”), may be authenticated and delivered under this Indenture at any time from time to time, and such Securities will have the same terms and conditions as, and be treated as a single class (for all purposes under this Indenture) with, all such previously authenticated and delivered Securities.

The Initial Securities shall be known and designated as the “5.375% Senior Notes Due 2014” and the Exchange Securities shall be known and designated as the “5.375% Senior Notes Due 2014, Series B.” The Stated Maturity of the Securities shall be December 15, 2014 and the Securities shall bear interest at the rate of 5.375% per annum from their date of original issue, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually in arrears on June 15 and December 15 in each year, commencing on the date set forth in the definitive form of such Securities, until the principal thereof is paid or duly provided for, to the Person in whose name the Security (or any Predecessor Security) is registered at the close of business on the June 1 or December 1 next preceding such Interest Payment Date.

The principal of and interest on the Securities shall be payable, and the Securities shall be exchangeable and transferable, at the office or agency of the Company in (i) The City of New York and, (ii) so long as the Securities are listed on the Luxembourg Stock Exchange, and the rules of such stock exchange require, in Luxembourg, in each case maintained for such purposes, (which initially shall be the office of the Trustee located at SunTrust Bank, c/o SunTrust Robinson Humphrey Capital Markets, 125 Broad Street, 3^rd Floor, New York, New York 10004, Attention: Randy Brougher, and the office of the Luxembourg Paying Agent located at Banque Générale du Luxembourg S.A., 50 Avenue J.F. Kennedy, L-2951 Luxembourg) or, at the option of the Company, interest may be paid by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register; provided that all payments with respect to Securities the Holders of which have given wire transfer instructions to the Trustee (or other Paying Agent) by the Regular Record Date for such payment, will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof).

Securities that remain outstanding after the consummation of the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture.

The Securities shall be redeemable as provided in Article XI.

Section 3.02 Denominations.

The Securities shall be issuable only in registered form without coupons and only in denominations of US$2,000 and integral multiples of $1,000 in excess thereof.

Section 3.03 Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by any Director or member of its Executive Committee. The Guarantees endorsed thereon shall be executed on behalf of each Guarantor by any authorized officer of each Guarantor. The signature of any of these officers on the Securities or the Guarantees may be manual or facsimile signatures of the present or any

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future such authorized officer and may be imprinted or otherwise reproduced on the Securities and the Guarantees.

Securities or Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or the applicable Guarantor shall bind the Company or the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Initial Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Initial Securities directing the Trustee to authenticate the Securities and certifying that all conditions precedent to the issuance of Securities contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Initial Securities. On Company Order, the Trustee shall authenticate for original issue Exchange Securities; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities and any Additional Securities of a like aggregate principal amount together with a Company Order for the authentication of such Securities certifying that all conditions precedent to the issuance have been complied with (including the effectiveness of a registration statement related thereto). In each case, the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of Securities. Such order shall specify the amount of Securities to be authenticated and the date on which the original issue of Initial Securities, Additional Securities or Exchange Securities is to be authenticated.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for in Exhibit A duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.

In case the Company, pursuant to Article VIII, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and

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deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name.

Section 3.04 Temporary Securities.

Pending the preparation of definitive Securities, the Company and the Guarantors may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities having duly executed Guarantees endorsed thereon, which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and Guarantees may determine, as conclusively evidenced by their execution of such Securities.

If temporary Securities are issued, the Company and the Guarantors will cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company designated for such purpose pursuant to Section 10.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the Company and the Guarantors shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities having Guarantees duly endorsed thereon of authorized denominations. Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities.

Section 3.05 Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 10.02 being herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as “Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.

Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 10.02, the Company and the Guarantors shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities having duly executed Guarantees endorsed thereon of any authorized denomination or denominations of a like aggregate principal amount.

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At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange (including an exchange of Initial Securities and any Additional Securities for Exchange Securities), the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive; provided that no exchange of Initial Securities or any Additional Securities for Exchange Securities shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission and that the Initial Securities and any Additional Securities to be exchanged for the Exchange Securities shall be cancelled by the Trustee.

All Securities and Guarantees issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Guarantees surrendered upon such registration of transfer or exchange.

Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.08 not involving any transfer.

The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 11.04 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

Notwithstanding anything to the contrary contained herein, the Trustee shall have no duty whatsoever to monitor Federal or State securities laws other than to collect the certificates required herein.

Section 3.06 Book-Entry Provisions for Restricted Global Security.

(a) Any Global Security initially shall (i) be registered in the name of Cede & Co., as nominee of the Depositary, (ii) be deposited with, or on behalf of, the Depositary or with the Trustee, as custodian for such Depositary, and (iii) bear legends as set forth in Section 2.02.

The Depositary or its nominee shall be the Holder of the Global Securities, and owners of beneficial interests in the Securities represented by the Global Securities shall hold such interests pursuant to the procedures and practices of the Depositary. Any such owner’s beneficial ownership of any such Securities will be shown only on, and the transfer of such ownership

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interest shall be effected only through, records maintained by the Depositary or its nominee. Investors in any Regulation S Global Security may hold their interests in such Regulation S Global Security through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. After the expiration of the applicable Restricted Period (but not earlier), investors in any Regulation S Global Security may also hold such interests through organizations other than Euroclear or Clearstream that are participants in the Depositary’s system. Euroclear and Clearstream will hold interests in such Regulation S Global Security on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries, which, in turn, will hold such interests in such Regulation S Global Security in customer’s securities accounts in the depositaries’ names on the books of the Depositary. All interests in a Global Security, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of the Depositary. Those interests held through Euroclear and Clearstream will be subject to the procedures and requirements of such system. As used herein, the term “Restricted Period” means the period of 40 consecutive days beginning on and including the first day after the later of (i) the day on which the Securities are first offered to persons other than distributors (as defined in Regulation S), if applicable, and (ii) the original issue date of the Securities.

(b) Transfers of any Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in any Global Security may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 3.07.

Unless (i) the Depositary notifies the Company that it is unwilling or unable to continue as depositary for a Global Security or ceases to be a “Clearing Agency” registered under the Exchange Act or announces an intention permanently to cease business or does in fact do so and a successor Depositary is not appointed by the Company within 90 days of such notice, (ii) an Event of Default has occurred and is continuing with respect to a Global Security or (iii) Company determines that the Global Securities (in whole or in part) should be exchanged for definitive Securities; provided that (x) such exchange is required by (A) any applicable law or (B) any event beyond the Company’s control or (y) payments of interest on any Global Security, or beneficial interest are, or would become, subject to any deduction or withholding for taxes, owners of beneficial interests in a Global Security will not be entitled to have any portions of such Global Security registered in their names, will not receive or be entitled to receive physical delivery of Securities in definitive form and will not be considered the owners or holders of the Global Security.

(c) Securities issued in exchange for a Global Security or any portion thereof pursuant to the last sentence of subsection (b) of this Section shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Security, the principal amount thereof shall be reduced, by an amount equal to the portion

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thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Security issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. In the event of the occurrence of any of the events specified in the last sentence of subsection (b) of this Section 3.06, the Company will promptly make available to the Trustee a reasonable supply of certificated Securities in definitive form.

(d) Except as otherwise set forth in this Indenture or a Global Security, owners of beneficial interests in the Securities evidenced by a Global Security will not be entitled to any rights under this Indenture with respect to such Global Security, and the Depositary or its nominee may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any such agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or its nominee or impair, as between the Depositary or its nominee and such owners of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary or its nominee as Holder of any Security.

Section 3.07 Special Transfer Provisions.

Unless and until (i) an Initial Security is sold under an effective Registration Statement, or (ii) an Initial Security is exchanged for an Exchange Security in connection with an effective Registration Statement, the following provisions shall apply:

(a) Restricted Global Security to Regulation S Global Security. If, at any time, an owner of a beneficial interest in a Restricted Global Security deposited with the Depositary (or the Trustee as custodian for the Depositary) wishes to transfer its interest in such Restricted Global Security to a Person who is required or permitted to take delivery thereof in the form of an interest in a Regulation S Global Security, such owner shall, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Regulation S Global Security as provided in this Section 3.07(a). Upon receipt by the Trustee of (1) instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited a beneficial interest in the Regulation S Global Security in an amount equal to the beneficial interest in the applicable Restricted Global Security to be exchanged, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and the Euroclear or Clearstream account (if applicable) to be credited with such increase, and (3) a certificate substantially in the form of Exhibit B hereto given by the owner of such beneficial interest, the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount of the applicable Restricted Global Security and to increase or cause to be increased the aggregate principal amount of the applicable Regulation S Global Security by the principal amount of the beneficial interest in the Restricted Global Security to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security equal to the reduction in the aggregate principal amount of the

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applicable Restricted Global Security, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Restricted Global Security that is being exchanged or transferred.

(b) Regulation S Global Security to Restricted Global Security. If, at any time, an owner of a beneficial interest in a Regulation S Global Security deposited with the Depositary or with the Trustee as custodian for the Depositary wishes to transfer its interest in such Regulation S Global Security to a Person who is required or permitted to take delivery thereof in the form of an interest in a Restricted Global Security, such owner shall, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Restricted Global Security, as provided in this Section 3.07(b). Upon receipt by the Trustee of (1) instructions given in accordance with the Applicable Procedures from an Agent Member, directing the Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the Restricted Global Security equal to the beneficial interest in the Regulation S Global Security to be exchanged, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary to be credited with such increase and (3) if such transfer is requested prior to the expiration of the Restricted Period, a certificate in the form of Exhibit C attached hereto given by the owner of such beneficial interest, the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount of such Regulation S Global Security and to increase or cause to be increased the aggregate principal amount of the applicable Restricted Global Security by the principal amount of the beneficial interest in the Regulation S Global Security to be exchanged, and the Trustee, as Registrar, shall instruct the Depositary, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the applicable Restricted Global Security equal to the reduction in the aggregate principal amount of such Regulation S Global Security and to debit or cause to be debited from the account of the Person making such transfer the beneficial interest in the Regulation S Global Security that is being transferred. After the expiration of the Restricted Period, the certificate described in clause (3) above shall no longer be required to effect transfers pursuant to this Section 3.07(b).

(c) Transfers of U.S. Physical Securities for Restricted Global Security or Regulation S Global Security. If the holder of a U.S. Physical Security wishes at any time to transfer such holder’s U.S. Physical Security to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Security or the Restricted Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 3.07(c). Upon receipt by the Trustee of (1) instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited a beneficial interest in the Regulation S Global Security or Restricted Global Security, as the case may be, in a principal amount equal to that of the U.S. Physical Securities to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary (and the Euroclear or Clearstream account, as applicable) to be credited with such beneficial interest and (3) a certificate in substantially the form set forth in Exhibit D, given by the

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holder of such U.S. Physical Security, the Trustee, as Security Registrar, shall instruct the Depositary to increase the principal amount of the Regulation S Global Security or the Restricted Global Security, as the case may be, by the principal amount of the U.S. Physical Security to be so transferred, and to cancel or cause to be canceled such U.S. Physical Security.

(d) Restricted Global Security or U.S. Physical Security to Regulation S Global Security After Two Years. If the holder of a beneficial interest in a Restricted Global Security or U.S. Physical Security wishes at any time after the second anniversary of the date of original issuance of the Securities to (A) transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Security or (B) to exchange such interest for a beneficial interest in a Regulation S Global Security, such transfer or exchange may be effected, subject to the Applicable Procedures, only in accordance with this Section 3.07(d). Upon receipt by the Trustee of (1) in the case of a transfer or exchange of an interest in the Restricted Global Security or a U.S. Physical Security, instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a beneficial interest in the Regulation S Global Security in an amount equal to that the beneficial interest in the Restricted Global Security to be so transferred or exchanged, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be credited with such beneficial interest and (3) a certificate substantially in the form of Exhibit E hereto given by the holder of such beneficial interest, the Trustee, as Registrar, shall (i) in the case of a transfer or exchange of an interest in the Restricted Global Security, instruct the Depositary to reduce the principal amount of the Restricted Global Security, and to increase the principal amount of the Regulation S Global Security, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferred or exchanged, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transfer or exchange or (ii) in the case of a transfer or exchange of a U.S. Physical Security, cancel such U.S. Physical Security and increase the principal amount of the Regulation S Global Security accordingly.

(e) Private Placement Legend. Upon the transfer, exchange or replacement of Securities not bearing the Private Placement Legend, the Registrar shall deliver Securities that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Private Placement Legend, the Registrar shall deliver only Securities that bear the Private Placement Legend unless either (i) the circumstances contemplated by clauses (i) or (ii) of Section 2.02 exist and the Company directs the Trustee pursuant to an Officers’ Certificate to remove such legend or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.

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(f) General. By its acceptance of any Security bearing the Private Placement Legend, each Holder of such a Security acknowledges the restrictions on transfer of such Security set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Security only as provided in this Indenture.

The Registrar shall retain as required by law copies of all letters, notices and other written communications received pursuant to Section 3.06 or this Section 3.07. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Section 3.08 Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the Company and the Guarantor shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security having a duly executed Guarantee endorsed thereon, of like tenor and principal amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company, the Guarantor and the Trustee (1) evidence to their satisfaction of the destruction, loss or theft of any Security and (2) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of written notice to the Company, the Guarantor or the Trustee that such Security has been acquired by a bona fide purchaser, the Company and the Guarantor shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security having a duly executed Guarantee endorsed thereon, of like tenor and principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security, and the Guarantee endorsed thereon, issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities, and the Guarantees endorsed thereon, duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

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Section 3.09 Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved.

Interest on and any Additional Amounts with respect to any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest at the office or agency of the Company in the City of New York and, if the Securities are still registered on the Luxembourg Stock Exchange and the rules of such exchange so require, in Luxembourg, in each case maintained for such purposes (which initially shall be the office of the Trustee located at SunTrust Bank, c/o SunTrust Robinson Humphrey Capital Markets, 125 Broad Street, 3^rd Floor, New York, New York 10004, Attention: Randy Brougher, and the office of the Luxembourg Paying Agent, located at Banque Générale du Luxembourg S.A., 50 Avenue J.F. Kennedy, L-2951 Luxembourg) pursuant to Section 10.02 or, at the option of the Company, interest may be paid by check mailed to the address of the Person entitled thereto pursuant to 3.10 as such address appears in the Security Register; provided that all payments with respect to Securities, the Holders of which have given wire transfer instructions to the Trustee (or other Paying Agent) by the Regular Record Date shall be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof.

Any interest on and any Additional Amounts with respect to any Security which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Holder on the Regular Record Date by virtue of having been such Holder, and such defaulted interest and (to the extent lawful) interest on such defaulted interest at the rate borne by the Securities (such defaulted interest and interest thereon herein collectively called “Defaulted Interest”) may be paid by the Company, at its election in each case, as provided in clause (a) or (b) below:

(a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date, and in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given in the manner provided for in Section 1.06, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date

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therefor having been so given, such Defaulted Interest shall be paid to the Persons in whose names the Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b).

(b) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest and any Additional Amounts accrued and unpaid, and to accrue, which were carried by such other Security.

If the Company shall be required to pay any additional interest pursuant to the terms of the Registration Rights Agreement, it shall deliver an Officers’ Certificate to the Trustee setting forth the new interest rate and the period for which such rate is applicable.

Section 3.10 Persons Deemed Owners.

Prior to the due presentment of a Security for registration of transfer, the Company, each Guarantor, the Trustee and any agent of the Company, such Guarantor or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of, and (subject to Sections 3.05 and 3.09), interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company, the Guarantors, the Trustee or any agent of the Company, such Guarantor or the Trustee shall be affected by notice to the contrary.

Section 3.11 Cancellation.

All Securities surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures.

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Section 3.12 CUSIP and CINS Numbers.

The Company in issuing the Securities may use “CUSIP” and “CINS” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” and “CINS” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers in such notices of redemption.

Section 3.13 Computation of Interest.

Interest on the Securities shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.01 Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Securities, as expressly provided for herein or pursuant hereto and any right to receive Additional Amounts) and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when

(a) either

(i) all the Securities theretofore authenticated and delivered (other than mutilated, destroyed, lost or stolen Securities that have been replaced or paid as provided in Section 3.08 and Securities that have been defeased pursuant to Section 12.02) have been delivered to the Trustee for cancellation; or

(ii) all Securities not theretofore delivered to the Trustee for cancellation

(A) have become due and payable,

(B) will become due and payable at Stated Maturity within one year, or

(C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

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and the Company or the Guarantors, as the case may be, in the case of (A), (B) or (C) above, has irrevocably deposited or caused to be deposited with the Trustee funds in trust for the purpose in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal of and interest on, and any Additional Amounts with respect to, the Securities to the date of such deposit (in the case of Securities that have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be, together with irrevocable instructions directing the Trustee to apply the funds to the payment of the Securities at the Stated Maturity or Redemption Date, as the case may be;

(b) the Company or the Guarantors, as the case may be, has paid or caused to be paid all sums payable hereunder by the Company; and

(c) the Company or the Guarantors, as the case may be, has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.07 and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive.

Section 4.02 Application of Trust Money.

Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 or Article XII shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal of and interest and Additional Amounts for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

ARTICLE V

REMEDIES

Section 5.01 Events of Default.

“Event of Default”, wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) default in the payment of any interest on or any Additional Amounts payable in respect of any Security when it becomes due and payable, and continuance of such default for a period of 30 days;

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(b) default in the payment of the principal of any Security when due;

(c) default in the observance or performance, or breach, of any covenant or agreement of the Company or any Guarantor contained in this Indenture (other than as contemplated by clauses (a) and (b) above) and continuance of such default or breach for a period of 60 days after written notice has been given (x) to the Company by the Trustee or (y) to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Securities then Outstanding specifying such default or breach, requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

(d) the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of the Company or any Guarantor, as the case may be, in an involuntary case or proceeding under any applicable United States federal or state or English bankruptcy, insolvency, reorganization or other similar law or (ii) a decree or order adjudging the Company or any Guarantor, as the case may be, a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or such Guarantor, as the case may be, under any applicable United States federal or state law or English law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Guarantor, as the case may be, or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; provided that, with respect to any Guarantor, such events referred to in clauses (i) or (ii) have had or could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), earnings, business or prospects of the Company and its Subsidiaries taken as a whole; or

(e) the commencement by the Company or any Guarantor, as the case may be, of a voluntary case or proceeding under any applicable United States federal or state or English bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company or any Guarantor, as the case may be, in an involuntary case or proceeding under any applicable United States federal or state or English bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable United States federal or state law or English law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Guarantor, as the case may be, or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or any Guarantor, as the case may be, in furtherance of any such action; provided, that, with respect to any Guarantor, such events have had or could reasonably be expected to have a material adverse effect on the condition (financial

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or otherwise), earnings, business or prospects of the Company and its Subsidiaries taken as a whole.

Section 5.02 Acceleration of Maturity; Rescission and Annulment.

If an Event of Default (other than as specified in Section 5.01(d) or (e)) occurs and is continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities then Outstanding may, and the Trustee at the request of such Holders shall, declare the principal of and accrued and unpaid interest on, all of the Outstanding Securities immediately due and payable by a notice in writing to the Company (and to the Trustee if given by the Holders) and, upon any such declaration, all such amounts will become due and payable immediately. If an Event of Default specified in Section 5.01(d) or (e) above occurs and is continuing, then the principal amount of all of the Securities Outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of Securities.

At any time after a declaration of acceleration and before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may rescind such declaration and its consequences if:

(a) the Company or any Guarantor has paid or deposited with the Trustee a sum sufficient to pay,

(i) all overdue interest on and Additional Amounts with respect to all Securities,

(ii) all principal of any Outstanding Securities that has become due other than by such declaration of acceleration and interest thereon at the rate borne by the Securities and any Additional Amounts payable with respect thereto,

(iii) to the extent that payment of such interest is lawful, interest on overdue interest, any Additional Amounts and overdue principal at the rate borne by the Securities, and

(iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

(b) all Events of Default, other than the non-payment of amounts of principal of or interest on and any Additional Amounts with respect to the Securities that have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.

No such rescission shall affect any subsequent Default or impair any right consequent thereon.

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Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company and each of the Guarantor covenants that if:

(a) default is made in the payment of any interest on or Additional Amounts with respect to any Security when such interest or Additional Amounts shall have become due and payable and such default continues for a period of 30 days, or

(b) default is made in the payment of the principal of any Security at the Maturity thereof,

the Company and each Guarantor will, upon demand of the Trustee, pay to the Trustee for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal, interest and Additional Amounts, and interest on any overdue principal and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installment of interest and Additional Amounts, at the rate borne by the Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Company or any Guarantor, as the case may be, fails to pay such amounts forthwith upon such demand, the Trustee, in its own name as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company, such Guarantor or any other obligor upon the Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company, such Guarantor or any other obligor upon the Securities, wherever situated.

If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Nothing in this Section shall be considered to require the Trustee to institute any judicial proceeding.

Section 5.04 Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities (including the Guarantors) or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal, interest or Additional Amounts) shall be entitled and empowered, by intervention in such proceeding or otherwise,

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(a) to file and prove a claim for the whole amount of principal, interest and Additional Amounts owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and

(b) to collect and receive any moneys or other securities or property payable or deliverable upon the conversion or exchange of such securities or upon any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07.

Nothing in this Section shall be considered to require the Trustee to take any of the actions described in this Section 5.04.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 5.05 Trustee May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name and as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

Section 5.06 Application of Money Collected.

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal, interest and any Additional Amounts, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section 6.07;

SECOND: To the payment of the amounts then due and unpaid for principal of and interest and any Additional Amounts on the Securities in respect of which or for the

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benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, interest and any Additional Amounts, respectively; and

THIRD: The balance, if any, to the Company and/or the Guarantors, as the case may be.

Section 5.07 Limitation on Suits.

No Holder of any Securities shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default;

(b) the Holders of not less than 25% in principal amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(c) such Holder or Holders have offered to the Trustee reasonable indemnity satisfactory to the Trustee against the costs, expenses and liabilities (including fees and expenses of its agents and counsel) to be incurred in compliance with such request;

(d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority or more in principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders.

Section 5.08 Unconditional Right of Holders to Receive Principal, Interest and Additional Amounts.

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment, as provided herein (including, if applicable, Article XII) and in such Security of the principal of, and (subject to Section 3.09) interest on, and any Additional Amounts with respect to such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

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Section 5.09 Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Guarantors, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 5.10 Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.08, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.11 Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 5.12 Control by Holders.

The Holders of not less than a majority in principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that:

(a) such direction shall not be in conflict with any rule of law or with this Indenture,

(b) the Trustee shall have been given reasonable indemnity satisfactory to it, and

(c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

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Section 5.13 Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of the Outstanding Securities may, on behalf of the Holders of all of the Securities, waive any past defaults hereunder, except a default:

(a) in the payment of the principal of, interest on or any Additional Amounts with respect to any Security, or

(b) in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder of each Security Outstanding.

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Section 5.14 Waiver of Stay or Extension Laws.

The Company and each Guarantor covenant (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company and each Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 5.15 Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorney’s fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities, or to any suit instituted by any Holder for the enforcement of the payment of the principal of, interest on or Additional Amounts with respect to any Security on or after the respective Stated Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date).

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ARTICLE VI

THE TRUSTEE

Section 6.01 Certain Duties and Responsibilities.

The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers hereunder. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee.

In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein or the genuineness of the signatures thereon).

The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts.

Section 6.02 Notice of Defaults.

If a Default or an Event of Default occurs and is continuing and is known to the Trustee, the Trustee shall mail to each Holder of the Securities in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, notice of the Default or Event of Default within 30 days after the occurrence thereof; provided, however, that, except in the case of a Default or an Event of Default in the payment of principal of, interest on or Additional Amounts with respect to any Securities, the Trustee may withhold the notice to the Holders of the Securities if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determines that withholding such notice is in the interests of the Holders of the Securities.

Section 6.03 Certain Rights of Trustee.

Subject to Section 6.01:

(a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting, pursuant to the terms of this Indenture or otherwise, upon any

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resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person or Persons;

(b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order with sufficient detail as may be requested by the Trustee and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate or an Opinion of Counsel;

(d) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities (including fees and expenses of its agents and counsel) which might be incurred by it in compliance with such request or direction;

(f) the Trustee shall not be bound to make any investigation into, and may conclusively rely upon, the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; and

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

Notwithstanding anything else herein contained, whenever any provision of this Indenture indicates that any confirmation of a condition or event is qualified “to the knowledge of” or “known to” the Trustee or other words of similar meaning, said words shall mean and refer to the actual current awareness of one or more Responsible Officers.

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Section 6.04 Trustee Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except for the Trustee’s certificates of authentication, shall be taken as the statements of the Company and the Guarantors, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture, the Securities, any offering document related to the Securities or any Guarantee, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and, upon the effectiveness of a Registration Statement, that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.

Section 6.05 May Hold Securities.

The Trustee, any Paying Agent, any Registrar or any other agent of the Company or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Registrar or such other agent.

Section 6.06 Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law or Section 311 of the Trust Indenture Act. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company or any Guarantor, as the case may be.

Section 6.07 Compensation and Reimbursement.

The Company agrees:

(a) to pay to the Trustee (in its capacity as Trustee, Paying Agent and Registrar) from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith or willful default by the Trustee under the Indenture; and

(c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of enforcing this Indenture against the Company or the Guarantors (including

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this Section 6.07 and of defending itself against any claim (whether asserted by any Holder or the Company) or liability in connection with the exercise or performance of any of its powers or duties hereunder except to the extent that any such loss, liability or expense was due to the negligence or willful misconduct of the Trustee or willful default by the Trustee under the Indenture.

The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and any termination under any bankruptcy law.

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(d) or (e), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law of the United Kingdom or the United States.

The provisions of this Section shall survive the termination of this Indenture.

Section 6.08 Corporate Trustee Required; Eligibility.

There shall be at all times a Trustee hereunder which shall be eligible to act as Trustee under Section 310(a)(1) of the Trust Indenture Act and shall have a combined capital and surplus of at least US$50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the United States federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Section 6.09 Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10.

(b) The Trustee may resign at any time by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(c) The Trustee may be removed at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.

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(d) If at any time:

(1) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, except when the Trustee’s duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or

(2) the Trustee shall cease to be eligible under Section 6.08 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or

(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by a Board Resolution, may remove the Trustee, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the foregoing, the Trustee shall at all times comply with the provisions of Section 310(b) of the Trust Indenture Act.

(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the Holders and accepted appointment in the manner hereinafter provided subject to Section 315(e) of the Trust Indenture Act, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders of Securities in the manner provided for in Section 1.06. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Section 6.10 Acceptance of Appointment by Successor.

Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such

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successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

Section 6.11 Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. In case at that time any of the Securities shall not have been authenticated, any successor Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee. In all such cases such certificates shall have the full force and effect which this Indenture provides that the certificate of authentication of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

Section 6.12 Withholding Taxes.

Notwithstanding any other provision of this Agreement, the Trustee, as agent for the Company and the Guarantors, shall exclude and withhold from each payment of principal and interest and other amounts due hereunder or under the Securities or the Guarantees any and all withholding taxes applicable thereto as required by law. The Trustee agrees to act as such withholding agent and, in connection therewith, whenever any present or future taxes or similar charges are required to be withheld with respect to any amounts payable in respect of the Securities or the Guarantees, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Holders of the Securities, that it will furnish to the Holders of the Securities such forms or certificates as are necessary or appropriate to provide the information described in Section 10.04(c)(1) or make the declaration or claim described in Section 10.04(c)(2), that it will file any necessary withholding tax returns or statements when due, and that, as promptly as possible after the payment thereof, it will deliver to each Holder of a Security appropriate documentation showing the payment thereof, together

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with such additional documentary evidence as such Holders may reasonably request from time to time. Notwithstanding anything contained herein to the contrary, the Trustee shall have no liability for withholding or paying such taxes or for filing such returns or statements unless such failure to withhold or pay such taxes or to file such returns or statements is due to the negligence or bad faith of the Trustee.

In the event that the Trustee is also acting as Paying Agent, transfer agent, or Registrar hereunder, the rights and protections afforded to the Trustee pursuant to this Article VI shall also be afforded to such Paying Agent, transfer agent, or Registrar. The Company will notify the Trustee of any change that becomes effective after the date hereof in the laws of the United Kingdom or any political subdivision or Taxing authority thereof or therein or any change in the interpretation or administration thereof the effect of which is to require the deduction or withholding of any amount of taxes pursuant to the Securities or the Guarantees.

ARTICLE VII

HOLDERS’ LISTS AND REPORTS BY TRUSTEE

Section 7.01 Disclosure of Names and Addresses of Holders.

Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that none of the Company or the Trustee or any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with Section 312 of the Trust Indenture Act, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture Act. The Trustee shall comply with any request made pursuant to and in accordance with Section 312(b) of the Trust Indenture Act.

Section 7.02 Reports by Trustee.

Within 60 days after December 31 of each year commencing with the first December 31 after the first issuance of Securities, the Trustee shall transmit to the Holders, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, a brief report dated as of such December 31 as required by Sections 313(a) and 313(b) of the Trust Indenture Act. The Trustee shall file a copy of each report delivered pursuant to this section as required by the Trust Indenture Act.

ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE,

TRANSFER OR LEASE

Section 8.01 Company and Guarantors May Consolidate, etc., Only on Certain Terms.

Neither the Company nor any Guarantor shall, in a single transaction or a series of related transactions, (i) consolidate with or merge into any other Person or permit any other Person to consolidate with or merge into the Company or any such Guarantor or (ii) directly or indirectly,

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transfer, sell, lease or otherwise dispose of all or substantially all of its assets to any other Person, unless:

(a) either (1) the Company shall be the surviving or continuing entity or (2) in a consolidation or merger in which the Company does not survive or if the Company transfers, sells, leases or otherwise disposes of all or substantially all of its assets to any other Person, the successor Person to the Company shall expressly assume, by a supplemental indenture executed and delivered to the Trustee in form satisfactory to the Trustee, all of the Company’s obligations under this Indenture and the Securities;

(b) either (1) each such Guarantor shall be the surviving or continuing entity or (2) in a consolidation or merger in which any Guarantor does not survive or if any Guarantor transfers, sells, leases, or otherwise disposes of all or substantially all of its assets to another Person (other than the Company or another Guarantor), the successor Person to such Guarantor shall expressly assume, by a supplemental indenture executed and delivered to the Trustee in form satisfactory to the Trustee, all of such Guarantor’s obligations under this Indenture and the Guarantee issued by such Guarantor;

(c) after giving effect to such transaction, no Event of Default or event that with the passing of time or the giving of notice, or both, would constitute an Event of Default shall have occurred and be continuing; and

(d) in the event that the successor Person is incorporated in a jurisdiction other than the United States or the United Kingdom, (A) the Company delivers to the Trustee an Opinion of Counsel stating that the obligations of the successor Person under this Indenture, the Securities and the Guarantees, as applicable, are enforceable against such successor Person to the same extent as the obligations of the Company or such Guarantor under this Indenture, the Securities and the Guarantees, as applicable, immediately prior to such transaction; (B) the successor Person agrees in writing to submit to jurisdiction and appoints an agent for the service of process, each under terms substantially similar to the terms contained in the Indenture with respect to the Company or such Guarantor, as applicable; (C) the successor Person agrees in writing to pay Additional Amounts as provided under this Indenture under Section 10.04 with respect to the Company or such Guarantor, as applicable, except that such Additional Amounts shall relate to any withholding tax whatsoever regardless of any change of law (subject to exceptions substantially similar to those contained in Section 10.04); and (D) the Board of Directors of the Company determines in good faith that such transaction will have no material adverse effect on any Holder and a Board Resolution to that effect is delivered to the Trustee.

Section 8.02 Successor Person Substituted for Company.

Upon any consolidation by the Company or any Guarantor with or merger by the Company or a Guarantor into any other Person or any transfer, sale, lease or other disposition of the properties and assets of the Company or any Guarantor substantially as an entirety to any Person in accordance with Section 8.01, the successor Person formed by such consolidation or merger or to which such transfer, sale, lease or other disposition is made shall succeed to, and be

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substituted for, and may exercise every right and power of, the Company or such Guarantor under the Indenture, the Securities and the Guarantees, as the case may be, with the same effect as if such successor Person had been named as the Company or a Guarantor herein; and thereafter, except in the case of a lease to another Person, the predecessor Person shall be released from all obligations and covenants under this Indenture and the Securities.

ARTICLE IX

SUPPLEMENTS AND AMENDMENTS TO INDENTURE

AND SECURITIES GUARANTEES

Section 9.01 Without Consent of Holders.

Without the consent of any Holders, the Company and any affected Guarantor, each when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, for any of the following purposes:

(a) to evidence the succession of another Person to the Company or any Guarantor and the assumption by any such successor of the covenants of the Company or any Guarantor contained herein and in the Securities or to add any Guarantors of the Securities; or

(b) to add to the covenants of the Company and the Guarantors for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or the Guarantors; or

(c) to add any additional Events of Default; or

(d) to provide for uncertificated Securities in addition to or in place of the certificated Securities; or

(e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee pursuant to the requirements of Section 6.09; or

(f) to secure the Securities or any Guarantee; or

(g) to cure any ambiguity, to correct or supplement any provision in this Indenture which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action shall not adversely affect the interests of the Holders in any material respect; or

(h) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act.

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Section 9.02 With Consent of Holders.

With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, by Act of said Holders delivered to the Company, any affected Guarantor and the Trustee, the Company and the Guarantors, each when authorized by a Board Resolution, and the Trustee may enter into one or more indentures supplemental hereto for the purpose of modifying in any manner this Indenture or any Guarantee; provided, however, that no such indenture supplemental may, without the consent of the Holder of each Outstanding Security affected thereby:

(a) change the Stated Maturity of the principal of, or any installment of interest on or any Additional Amounts with respect to, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof or any Additional Amounts with respect to, or change the obligation of the Company to pay Additional Amounts pursuant to Section 10.04 or change the place of payment where, or the coin or currency in which any Security or the interest thereon or any Additional Amounts with respect to is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); or

(b) reduce the percentage in aggregate principal amount of the Outstanding Securities required to consent to any amendment of, or waiver of compliance with, any provision of or defaults under this Indenture; or

(c) waive a Default or Event of Default in the payment of principal of, interest on or any Additional Amounts with respect to the Securities (except a rescission of acceleration of Securities by the Holders of at least a majority in aggregate principal amount of the then Outstanding Securities (including Additional Securities issued under this Indenture, if any)); or

(d) release any Guarantor from any of its obligations under its Guarantee or this Indenture, except in accordance with the terms of this Indenture; or

(e) make any change that would adversely affect the rights of Holders to receive Additional Amounts; or

(f) make any change in the Company’s obligations to maintain an office or agency in the places and for the purposes set forth in Section 10.02; or

(g) amend, change or modify any of the provisions in this Section 9.02.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

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Section 9.03 Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company and the Guarantors subject to the customary exceptions. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 9.04 Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

Section 9.05 Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.

Section 9.06 Reference in Securities to Supplemental Indentures.

Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities.

Section 9.07 Notice of Supplemental Indentures.

Promptly after the execution by the Company, any affected Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of Section 9.02, the Company shall give notice thereof to the Holders of each Outstanding Security affected, in the manner provided for in Section 1.06, setting forth in general terms the substance of such supplemental indenture. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment or waiver.

Section 9.08 Revocation and Effect of Consents, Waivers and Actions.

Until an amendment, waiver or other action by Holders becomes effective, a consent to it or any other action by a Holder of a Security hereunder is a continuing consent by the Holder and every subsequent Holder of that Security, even if notation of the consent, waiver or action is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent,

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waiver or action as to such Holder’s Security if the Trustee receives the notice of revocation before the consent of the requisite aggregate principal amount of the Securities then outstanding has been obtained and not revoked. After an amendment, waiver or action becomes effective, it shall bind every Security Holder, except as provided in Section 9.02.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment or waiver. If a record date is fixed, then, notwithstanding the first two sentences of the immediately preceding paragraph, those person who were Holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

ARTICLE X

COVENANTS

Section 10.01 Payment of Principal and Interest.

The Company covenants and agrees for the benefit of the Holders that it will duly and punctually pay the principal of, interest on and any Additional Amounts with respect to the Securities in accordance with the terms of the Securities and this Indenture.

The Company shall pay interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest and any Additional Amounts at the same rate to the extent lawful.

Section 10.02 Maintenance of Office or Agency.

The Company will maintain in the City of New York and, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of such stock exchange require, in Luxembourg, an office or agency where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities or any Guarantor in respect of the Guarantees and this Indenture may be served. The Trustee’s office located at SunTrust Bank, c/o SunTrust Robinson Humphrey Capital Markets, 125 Broad Street, 3^rd Floor, New York, New York 10004, Attention: Randy Brougher, shall initially be such office or agency of the Company in New York, and so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of such stock exchange require, the office of Banque Générale du Luxembourg S.A. at 50 Avenue J.F. Kennedy, L-2951 Luxembourg shall initially be such office or agency in Luxembourg, unless the Company shall designate and maintain some other office or agency for one or more of such purposes. The Company will give prompt written notice to the Trustee of any change in the location of any such office or agency. If at any time the Company shall appoint a new Luxembourg Paying Agent and transfer agent, the Company will publish notice in a Luxembourg newspaper of general circulation. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the

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Corporate Trust Office of the Trustee and the Company and each Guarantor hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies (in or outside of The City of New York) outside of the United Kingdom where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the City of New York for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such other office or agency.

Section 10.03 Money for Security Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent, it will, on or before each due date of the principal of, interest on or any Additional Amounts with respect to any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, interest or Additional Amounts so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for the Securities, it will, on or before each due date of the principal of, interest on or any Additional Amounts with respect to any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, interest or Additional Amounts so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, interest or Additional Amounts, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any failure so to act.

The Company will cause each Paying Agent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

(a) hold all sums held by it for the payment of the principal of, interest or Additional Amounts on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(b) give the Trustee notice of any default by the Company (or any other obligor upon the Securities) in the making of any payment of principal, interest or Additional Amounts; and

(c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent,

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such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, interest on or Additional Amounts with respect to any Security and remaining unclaimed for two years after such principal, interest or Additional Amount has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 10.04 Additional Amounts.

All payments of, or in respect of, principal of and interest on the Securities shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of any kind whatsoever imposed or levied by or on behalf of the United Kingdom or any political subdivision or any Taxing authority thereof or therein (“U.K. Withholding Taxes”), unless such U.K. Withholding Taxes are required by the United Kingdom or any such subdivision or authority to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a “recognized stock exchange” (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a “Listing Failure”), the effect of which, in each case, is to require the withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such event, the Company or the Guarantors, as the case may be, will pay such additional amounts (“Additional Amounts”) on the Securities that result (after deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder of a Security the amounts that would have been payable in respect of such Security had no such withholding or deduction been required, except that no Additional Amounts shall be so payable for or on account of:

(a) any tax, duty, assessment or other governmental charge that would not have been imposed but for (1) the existence of any present or former connection between a Holder or the beneficial owner of a Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the United Kingdom or any political subdivision or taxing authority thereof or therein (other than mere ownership of,

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or receipt of payment under, such Security) including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary or national of, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment in, the United Kingdom or any political subdivision or any Taxing authority thereof or therein, (2) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhere, or (3) the presentation of a Security or a Guarantee for payment on a date more than 30 days after the date on which such payment in respect of such Security became due and payable or provided for, whichever occurs later, except to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had presented such Security or such Guarantee for payment within such 30-day period.

(b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge;

(c) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in the case of (1) or (2), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment or other governmental charge;

(d) any tax, duty, assessment or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture;

(e) any tax, duty, assessment or other governmental charge which is imposed on a payment to any holder and is required to be made pursuant to any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, or any law complying with, or introduced in order to conform to, such Directive; or

(f) any combination of items (a), (b), (c), (d) and (e) above;

nor shall Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Security or Guarantee to any Holder who is a fiduciary or partnership other than the sole beneficial owner of such Security or Guarantee, to the extent such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or member of

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such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of the Security.

At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or a Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company or the Guarantor will deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal, Redemption Price, interest or any other amount payable under or with respect to any Security or the net proceeds received on the sale or exchange of any Security, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to this Indenture.

Section 10.05 Corporate Existence.

Subject to Article VIII, the Company and each Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect their respective corporate existence and their respective rights (charter and statutory) and franchises, provided, however, that the foregoing shall not obligate the Company or any Guarantor to preserve any such right or franchise if (i) the Company or any Guarantor shall determine that the preservation thereof is no longer desirable in the conduct of its business and would not have a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise and would not materially, adversely affect the ability of the Company or any Guarantor to perform its obligations under this Indenture and (ii) failure to preserve the corporate existence of any Guarantor or any such right or franchise would not result in a downgrading of any credit rating then applicable to the Securities.

Section 10.06 Statement by Officers As to Default.

(a) The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company (beginning with the fiscal year ending December 31, 2004), a brief certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company during such year and of its performance under this Indenture has been made under the supervision of the signers thereof and to the best of his or her knowledge, based on such review, no event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default.

(b) When any Default has occurred and is continuing under this Indenture, the Company shall deliver to the Trustee an Officers’ Certificate specifying such event, notice or other action within five days of the Company Secretary or Chief General Manager Finance and Administration becoming aware of the occurrence thereof.

Section 10.07 Provision of Reports and Financial Statements.

(a) [Intentionally Omitted]

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(b) The Company shall (i) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act and (ii) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations.

(c) If the Company is no longer required (or is not required, as the case may be) to file reports pursuant to Section 13 or 15(d) of the Exchange Act, then it shall (i) file with the Trustee and the Commission such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be required by the rules and regulations of the Commission; and (ii) prior to the consummation of the Exchange Offer, promptly furnish or cause to be furnished such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) to such Holder or to a prospective purchaser of a Security who is designated by such Holder and is a qualified institutional buyer (as defined in Rule 144A), upon the request of such Holder or prospective purchaser, in order to permit compliance by such Holder with Rule 144A under the Securities Act.

(d) The Company shall transmit by mail to all Holders, in the manner and to the extent provided in TIA Section 313(c), as soon as reasonably practicable and in any event within 30 days after the filing thereof with the Trustee, such information, documents and reports required to be filed by the Company pursuant to paragraphs (b) and (c) of this Section.

(e) Within five days after any change in the interest rate of the Securities pursuant to the Registration Rights Agreement, the Company shall deliver an Officers’ Certificate to the Trustee stating the new interest rate and the date on which it became effective.

Section 10.08 Waiver of Certain Covenants.

The Company or any Guarantor may omit in any particular instance to comply with any term, provision or condition set forth in Sections 10.05 through 10.07, inclusive, if before or after the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities, by Act of such Holders, waive such compliance in such instance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

Section 10.09 Additional Guarantors.

The Company shall cause any of its Subsidiaries that guarantees Indebtedness under any Credit Facility to, as primary obligors and not merely as sureties, fully and unconditionally

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guarantee pursuant to a Guarantee, on a senior unsecured basis, the due and punctual payment of all amounts payable under the Securities, when and if the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, upon redemption or otherwise by execution of an indenture supplemental hereto delivered to the Trustee that adds such Subsidiary as a subsequent Guarantor.

ARTICLE XI

REDEMPTION OF SECURITIES

Section 11.01 Right of Redemption.

(a) If, as the result of (1) any change in or amendment to the laws, regulations or published tax rulings of the United Kingdom, or of any political subdivision or Taxing authority thereof or therein, affecting taxation, or any change in or amendment to the official or unofficial administration, application or interpretation by a court or tribunal, government or governmental authority of the United Kingdom of such laws, regulations or published tax rulings either generally or in relation to any Securities, which change or amendment is announced or becomes effective on or after the date of this Indenture or which change in official administration, application or interpretation by a court or tribunal, government or governmental authority of the United Kingdom shall not have been available to the public prior to such issue date and is notified to the Company on or after such issue date (a “Change in Tax Law”), or (2) a Listing Failure provided that the Company has used reasonable best efforts to list and maintain a listing of the Securities on a “recognized stock exchange” (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988), it is determined by the Company that the Company would be required to pay any Additional Amounts pursuant to Section 10.04 of this Indenture or the terms of the Securities in respect of interest on the next succeeding Interest Payment Date, the Company may, at its option, redeem all (but not less than all) of the Securities at any time, upon notice as provided in Section 11.05, at a Redemption Price equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Amounts, if any, thereon to but excluding the Redemption Date; provided that (a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due, and (b) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect. On and after the Redemption Date, interest will cease to accrue on Securities called for redemption and accepted for payment unless the Company shall default in the payment of the Redemption Price and accrued interest.

Prior to any redemption of the Securities pursuant to this Section 11.01(a), the Company or the Guarantors shall provide the Trustee with an Opinion of Counsel that the conditions precedent to the right of the Company or the Guarantors to redeem the Securities pursuant to this Section 11.01(a) have occurred. Such Opinion of Counsel shall be based on the laws and application and interpretation thereof in effect on the date of such opinion or to become effective on or before the next succeeding Interest Payment Date.

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(b) The Securities are redeemable, in whole or in part, at the option of the Company at any time at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Securities to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Securities to be redeemed discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus, in each case, accrued and unpaid interest and Additional Amounts, if any, thereon to but excluding the Redemption Date; provided, however, that interest installments due on an Interest Payment Date which is on or prior to the Redemption Date will be payable to Holders who are Holders of record of such Securities as of the close of business on the Regular Record Date next preceding such Interest Payment Date.

All determinations made by any Reference Treasury Dealer with respect to determining the Redemption Price pursuant to this Section 11.01(b) shall be final and binding on the Company, the Guarantors, the Trustee and the Holders absent manifest error.

Section 11.02 Applicability of Article.

Redemption of Securities at the election of the Company or otherwise, as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article.

Section 11.03 Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities pursuant to Section 11.01 shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company, the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities to be redeemed and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Securities to be redeemed pursuant to Section 11.04.

Section 11.04 Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities not previously called for redemption, on a pro rata basis or such method as the Trustee shall deem fair and appropriate in its sole discretion and which may provide for the selection for redemption of portions of the principal of Securities; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed to less than US$1,000.

In the event of redemption of a Security in part only, a new Security for the unredeemed portion thereof shall be issued in the name of the Holder thereof upon the cancellation thereof.

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The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.

Section 11.05 Notice of Redemption.

Notice of redemption shall be given in the manner provided for in Section 1.06 not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Securities to be redeemed.

All notices of redemption shall state:

(a) the Redemption Date,

(b) the Redemption Price and the amount of accrued and unpaid interest to the Redemption Date payable as provided in Section 11.07, if any,

(c) if less than all Outstanding Securities are to be redeemed, the identification (and, in the case of a partial redemption, the principal amounts) of the particular Securities to be redeemed,

(d) in case any Security is to be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption Date, upon surrender of such Security, the holder will receive, without charge, a new Security or Securities of authorized denominations for the principal amount thereof remaining unredeemed,

(e) that on the Redemption Date, the Redemption Price (and accrued interest, if any, to the Redemption Date payable as provided in Section 11.07) will become due and payable upon each such Security, or the portion thereof, to be redeemed, and that interest thereon will cease to accrue on and after said date,

(f) the place or places where such Securities are to be surrendered for payment of the Redemption Price and accrued interest, if any, and

(g) the CUSIP or CINS number, as the case may be.

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. As long as the Securities are listed on the Luxembourg Stock Exchange and the rules of such stock exchange require, the Company will give notice of such redemption to the Luxembourg Stock Exchange and publish a notice of redemption in a Luxembourg newspaper of general circulation.

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Section 11.06 Deposit of Redemption Price.

On or prior to 12:00 noon (New York City time) on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent in immediately available funds, or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03, an amount of money sufficient to pay the Redemption Price of, and accrued interest on or Additional Amounts payable with respect to, all the Securities which are to be redeemed on that date.

Section 11.07 Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified (together with accrued interest, if any, to the Redemption Date), and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest or Additional Amounts, if any, to the Redemption Date; provided, however, that installments of interest and Additional Amounts whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.09.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate borne by the Securities.

Section 11.08 Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be surrendered at the office or agency of the Company maintained for such purpose pursuant to Section 10.02 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

ARTICLE XII

DEFEASANCE AND COVENANT DEFEASANCE

Section 12.01 Company Option to Effect Defeasance or Covenant Defeasance.

The Company may, at its option by Board Resolution at any time, with respect to the Securities, elect to have either Section 12.02 or Section 12.03 be applied to all Outstanding Securities upon compliance with the conditions set forth below in this Article XII.

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Section 12.02 Defeasance and Discharge.

Upon the Company’s exercise under Section 12.01 of the option applicable to this Section 12.02, the Company and the Guarantors shall be deemed to have been discharged from their obligations with respect to all Outstanding Securities on the date the conditions set forth in Section 12.04 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 12.05 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities to receive payments in respect of the principal of and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.04, 3.05, 3.08 and 10.03, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the Company’s obligation to pay the amounts under Section 6.07, (D) this Article XII and (E) the Company’s obligation to pay Additional Amounts under Section 10.04. Subject to compliance with this Article XII, the Company may exercise its option under this Section 12.02 notwithstanding the prior exercise of its option under Section 12.03 with respect to the Securities.

Section 12.03 Covenant Defeasance.

Upon the Company’s exercise under Section 12.01 of the option applicable to this Section 12.03, each of the Company and the Subsidiaries shall be released from its obligations under any covenant contained in Section 8.01 and in Sections 10.05 and 10.07 with respect to the Outstanding Securities on and after the date the conditions set forth below are satisfied (hereinafter, “covenant defeasance”), and the Securities shall thereafter be deemed not to be “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities, the Company and any Subsidiary may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 5.01(c) but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby.

Section 12.04 Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to application of either Section 12.02 or Section 12.03 to the Outstanding Securities:

(a) The Company shall irrevocably have deposited with the Trustee (or another trustee satisfying the requirements of Section 6.08 who shall agree to comply

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with the provisions of this Article XII applicable to it) as trust funds in trust, for the benefit of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations (as defined herein) that through the scheduled payment of principal and interest thereon will provide money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the principal of and interest on the Outstanding Securities on the Stated Maturity (or upon Redemption Date, if applicable) of such principal or installment of interest; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to the Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11.03 hereof, a notice of its election to redeem all of the Outstanding Securities at a future date in accordance with Article XI hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States for the timely payment of which its full faith and credit is pledged or (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt.

(b) No Default or Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (d) and (e) of Section 5.01 hereof are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).

(c) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound.

(d) In the case of an election under Section 12.02, the Company shall have delivered to the Trustee (1) an Opinion of Counsel to the effect that (i) the Holders of the Securities of the applicable series will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under Section 12.02 and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had

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not been exercised, and (ii) either (A) the Company has received from, or there has been published by the United States Internal Revenue Service, a ruling to that effect, or (B) since the date of the Indenture, there has been a change in the applicable United States federal income tax law; and (2) an Opinion of Counsel to the effect that (i) the creation of the defeasance trust does not violate the Investment Company Act of 1940 and (ii) after the passage of 123 days following the deposit (except, with respect to any trust funds for the account of any Holder who may be deemed to be “connected” with the Company for purposes of the Insolvency Act of 1986 after two years following the deposit), the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law and either (x) the trust funds will no longer remain the property of the Company (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally) or (y) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company (I) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise and (II) no property, rights in property or other interests granted to the Trustee or the Holders in exchange for, or with respect to, such trust funds will be subject to any prior rights of holders of other indebtedness of the Company or any of its Securities.

(e) In the case of an election under Section 12.03, the Company has delivered to the Trustee an Opinion of Counsel to the effect that (1) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (2) the Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and the defeasance of the obligations referred to in the first paragraph of Section 12.03 and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred and (3) after the passage of 123 days following the deposit (except with respect to any trust funds for the account of any Holder who may be deemed to be “connected” with the Company for purposes of the Insolvency Act of 1986 after two years following the deposit), the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law, and either (A) the trust funds will no longer remain the property of the Company (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally) or (B) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company (i) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise and (ii) no property, rights in property or other interests granted to the Trustee or the Holders in exchange for, or with respect to, such trust funds will be subject to any prior rights or holders of other indebtedness of the Company or any of its Securities.

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(f) If at such time the Securities are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities will not be delisted as a result of the Company’s exercise of its option under Section 12.02; and

(g) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 12.02 or the covenant defeasance under Section 12.03, as the case may be, have been complied with.

Section 12.05 Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 12.05, the “Trustee”) pursuant to Section 12.04 in respect of the Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, interest and Additional Amounts, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Governmental Obligations deposited pursuant to Section 12.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities.

Anything in this Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 12.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article.

Section 12.06 Reinstatement.

If the Trustee or any Paying Agent is unable to apply any money in accordance with Section 12.05 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.02 or 12.03, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 12.05; provided, however, that if the Company makes any payment of principal of, interest on or Additional Amounts with respect to any Security following the reinstatement of its obligations, the

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Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE XIII

SECURITIES GUARANTEES

Section 13.01 Unconditional Guarantee.

Subject to the provisions of this Article XIII, the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantee (such guarantees to be referred to herein as “Guarantees”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, interest on and Additional Amounts with respect to the Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, and Additional Amounts with respect to the Securities and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee hereunder) and all other Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other Obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other Obligation of the Company to the Holders under this Indenture or under the Securities, for whatever reason, the Guarantors shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under the Guarantees, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company.

The Guarantees will be senior unsecured obligations of the Guarantors and will rank pari passu in right of payment with all other existing and future senior unsecured obligations of the Guarantors.

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. The Guarantors hereby waive the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that the Guarantees shall not be discharged

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except by complete performance of the obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article XIII, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article V hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article V hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee.

The obligations of the Guarantors hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced the obligations of the Guarantors hereunder (whether such payment shall have been made by or on behalf of the Company or by or on behalf of the Guarantors) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Company or any Guarantor otherwise, all as though such payment had not been made. If demand for, or acceleration of the time for, payment by the Company is stayed upon the insolvency, bankruptcy, liquidation or reorganization of the Company, all such indebtedness otherwise subject to demand for payment or acceleration shall nonetheless be payable by the Guarantors as provided herein.

Section 13.02 Limitations on Guarantees.

The obligations of the Guarantors under their Guarantees are limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of each Guarantors (including without limitation, any other Guarantor senior debt) will result in the obligations of the Guarantors under the Guarantees not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

Section 13.03 Execution and Delivery of Guarantees.

To further evidence the Guarantees set forth in Section 13.01, the Guarantors hereby agree that a notation of such guarantee, substantially in the form set forth in Exhibit A hereto, shall be endorsed on each Security authenticated and delivered by the Trustee. Such Guarantees shall be executed on behalf of the Guarantors by either manual of facsimile signature of an officer of each Guarantor who shall have been duly authorized to so executed by all requisite corporation action. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Security.

The Guarantors hereby agree that the Guarantees set forth in Exhibit A shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee.

If an officer of a Guarantor whose signature is on this Indenture or a Guarantee no longer holds that office at the time the Trustee authenticates the Security on which such Guarantee is endorsed or at any time thereafter, the Guarantor’s Guarantee of such Security shall nevertheless be valid.

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The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of the Guarantors.

Section 13.04 Release of the Guarantors.

(a) Upon the consolidation or merger of a Guarantor with or into any Person, or the transfer, sale, lease or other disposition of all or substantially all of its assets to any Person in compliance with Article VIII, such Guarantor’s Guarantee will be automatically discharged and released from all obligations under this Article XIII without any further action required on the part of the Trustee or any Holder; provided, however, the successor Person expressly assumes such Guarantor’s obligations under the Guarantee, under the Indenture and under the Registration Rights Agreement pursuant to Article VIII.

(b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Company or a Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel certifying as to the compliance with this Section 13.04 and the provisions of Article VIII; provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers’ Certificates of the Company.

The Trustee shall execute any documents reasonably requested by the Company or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article XIII.

Section 13.05 Waiver of Subrogation.

Until this Indenture is discharged and all of the Securities are discharged and paid in full, the Guarantors hereby irrevocably waive and agree not to exercise any claim or other rights which they may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Securities or this Indenture and the Guarantors’ obligations under the Guarantees and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to a Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Securities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect

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benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 13.05 is knowingly made in contemplation of such benefits.

Section 13.06 Immediate Payment.

Each Guarantor agrees to make immediate payment to the Trustee on behalf of the Holders of all Obligations owing or payable to the respective Holders upon receipt of a demand for payment therefor by the Trustee to the Guarantor in writing.

Section 13.07 No Set-Off.

Each payment to be made by a Guarantor hereunder in respect of its obligations shall be payable in the currency or currencies in which such obligations are denominated, and shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Section 13.08 Obligations Absolute.

The obligations of the Guarantors hereunder are and shall be absolute and unconditional and any monies or amounts expressed to be owing or payable by the Guarantors hereunder which may not be recoverable from the Guarantors on the basis of a Guarantee shall be recoverable from the Guarantor as a primary obligor and principal debtor in respect thereof.

The Obligations of the Guarantors hereunder shall be continuing and shall remain in full force and effect until all the Obligations have been paid and satisfied in full.

Section 13.09 Obligations Not Reduced.

The obligations of the Guarantors hereunder shall not be satisfied, reduced or discharged solely by the payment of such principal, interest, Additional Amounts, fees and other monies or amounts as may at any time prior to discharge of this Indenture pursuant to Article XIII be or become owing or payable under or by virtue of or otherwise in connection with the Securities or this Indenture.

Section 13.10 [Intentionally Omitted]

Section 13.11 Obligations Not Affected.

The obligations of the Guarantors hereunder shall not be affected, impaired or diminished in any way by any act, omission, matter or thing whatsoever, occurring before, upon or after any demand for payment hereunder (and whether or not known or consented to by the Guarantors or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against the Guarantors hereunder or might operate to release or otherwise exonerate the Guarantors from any of their obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation:

(a) any limitation of status or power, disability, incapacity or other circumstance relating to the Company or any other Person, including any insolvency,

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bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Company or any other Person;

(b) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Company or any other Person under this Indenture, the Securities or any other document or instrument;

(c) any failure of the Company, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture or the Securities, or to give notice thereof to the Guarantor;

(d) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Company or any other Person or their respective assets or the release or discharge of any such right or remedy;

(e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any other Person;

(f) any change in the time, manner or place of payment of, or in any other term of, any of the Securities, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Securities of this Indenture, including, without limitation, any increase or decrease in the principal amount of, interest on or Additional Amounts with respect to any of the Securities;

(g) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Company or the Guarantors;

(h) except as provided herein, any merger or consolidation of the Company or any Guarantor with any Person or Persons;

(i) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Obligations under this Indenture or the obligations of the Guarantors under the Guarantees; and

(j) any other circumstance, including release of the Guarantor other than pursuant to Section 13.04, that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Securities or of the Guarantors in respect of its Guarantees hereunder.

Section 13.12 Waiver.

Without in any way limiting the provisions of Section 13.01 hereof, the Guarantors hereby waive notice of acceptance hereof, notice of any liability of the Guarantors hereunder, notice or proof of reliance by the Holders upon the obligations of the Guarantors hereunder, and diligence, presentment, demand for payment on the Company, protest, notice of dishonor or

67

non-payment of any of the Obligations, or other notice or formalities to the Company or the Guarantors of any kind whatsoever.

Section 13.13 No Obligation To Take Action Against the Company.

Neither the Trustee nor any other Person shall have any obligation to enforce or exhaust any rights or remedies or to take any other steps under any security for the Obligations under this Indenture or against the Company or any other Person or any property of the Company or any other Person before the Trustee is entitled to demand payment and performance by the Guarantors of their liabilities and obligations under their respective Guarantees or under this Indenture.

Section 13.14 Dealing with the Company and Others.

The Holders, without releasing, discharging, limiting or otherwise affecting in whole or in part the obligations and liabilities of the Guarantors hereunder and without the consent of or notice to any Guarantor, may:

(a) grant time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any other Person;

(b) take or abstain from taking security or collateral from the Company or from perfecting security or collateral of the Company;

(c) release, discharge, compromise, realize, enforce or otherwise deal with or do any act or thing in respect of (with or without consideration) any and all collateral, mortgages or other security given by the Company or any third party with respect to the obligations or matters contemplated by this Indenture or the Securities;

(d) accept compromises or arrangements from the Company;

(e) apply all monies at any time received from the Company or from any security upon such part of the obligations as the Holders may see fit or change any such application in whole or in part from time to time as the Holders may see fit; and

(f) otherwise deal with, or waive or modify their right to deal with, the Company and all other Persons and any security as the Holders or the Trustee may see fit.

Section 13.15 Default and Enforcement.

If a Guarantor fails to pay in accordance with Section 13.06 hereof, the Trustee may proceed in its name as trustee hereunder in the enforcement of the Guarantees of such Guarantor and such Guarantor’s obligations thereunder and hereunder by any remedy provided by law, whether by legal proceedings or otherwise, and to recover from the Guarantors the Obligations.

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Section 13.16 Amendment, Etc.

No amendment, modification or waiver of any provision of this Indenture relating to the Guarantors or consent to any departure by the Guarantors or any other Person from any such provision will in any event be effective unless it is signed by the Guarantors and the Trustee.

Section 13.17 Acknowledgement.

Each Guarantor hereby acknowledges communication of the terms of this Indenture and the Securities and consents to and approves of the same.

Section 13.18 No Merger or Waiver; Cumulative Remedies.

No Guarantee shall operate by way of merger of any of the obligations of the Guarantors under any other agreement, including, without limitation, this Indenture. No failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, remedy, power or privilege hereunder or under this Indenture or the Securities, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under this Indenture or the Securities preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges in the Guarantees and under this Indenture, the Securities and any other document or instrument between the Guarantors and/or the Company and the Trustee are cumulative and not exclusive of any rights, remedies, powers and privilege provided by law.

Section 13.19 Survival of Obligations.

Without prejudice to the survival of any of the other obligations of the Guarantors hereunder, the obligations of the Guarantors under Section 13.01 shall survive the payment in full of the Obligations under this Indenture and shall be enforceable against the Guarantors without regard to and without giving effect to any defense, right of offset or counterclaim available to or which may be asserted by the Company or the Guarantors.

Section 13.20 Guarantee in Addition to Other Obligations.

The obligations of the Guarantors under the Guarantees and this Indenture are in addition to and not in substitution for any other obligations to the Trustee or to any of the Holders in relation to this Indenture or the Securities and any guarantees or security at any time held by or for the benefit of any of them.

Section 13.21 Severability.

Any provision of this Article XIII which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction unless its removal would substantially defeat the basic intent, spirit and purpose of this Indenture and this Article XIII. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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Section 13.22 Successors and Assigns.

Each Guarantee shall be binding upon and inure to the benefit of the Guarantor and the Trustee and the other Holders and the other Holders and their respective successors and permitted assigns, except that the Guarantor may assign any of its obligations hereunder or thereunder.

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.

AMVESCAP PLC
By	/s/ James I. Robertson
	Name:	James I. Robertson
	Title:	Chief Financial Officer
A I M MANAGEMENT GROUP INC.
By	/s/ Dawn M. Hawley
	Name:	Dawn M. Hawley
	Title:	Senior Vice President and Chief Financial Officer
A I M ADVISORS, INC.
By	/s/ Dawn M. Hawley
	Name:	Dawn M. Hawley
	Title:	Senior Vice President and Chief Financial Officer
INVESCO INSTITUTIONAL (N.A.), INC.
By	/s/ David Hartley
	Name:	David Hartley
	Title:	Chief Financial Officer
INVESCO NORTH AMERICAN HOLDINGS, INC.
By	/s/ James I. Robertson
	Name:	James I. Robertson
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

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SUNTRUST BANK, as Trustee
By	/s/ Jack Ellerin
	Name:	Jack Ellerin
	Title:	Vice President

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EXHIBIT A

[FACE OF SECURITY]

AMVESCAP PLC

5.375% Senior Note Due 2014[, Series B]^**

CUSIP:

No.              US$

AMVESCAP PLC, a corporation formed under the laws of the United Kingdom (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to                     , or its registered assigns, the principal sum of                                      (US$                    ), on                     ,             .

[Initial Interest Rate:	% per annum.]*
[Interest Rate:	% per annum.]**
Interest Payment Dates:	June 15 and December 15 of each year commencing             .
Regular Record Dates:	June 1 and December 1 of each year.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

* Include only for Initial Securities.

** Include only for Exchange Securities.

A-1

IN WITNESS WHEREOF, the Company has caused this Security to be signed manually or by facsimile by its duly authorized officer.

Date:	AMVESCAP PLC
	By:
		Title:

A-2

(Form of Trustee’s Certificate of Authentication)

This is one of the 5.375% Senior Notes Due 2014[, Series B]^** described in the within-mentioned Indenture.

SUNTRUST BANK
By:
	Authorized Signatory

A-3

[REVERSE SIDE OF SECURITY]

AMVESCAP PLC

5.375% Senior Notes Due 2014[, Series B]^**

1. Principal and Interest.

The Company will pay the principal of this Security on December 15, 2014.

The Company promises to pay interest on the principal amount of this Security on each Interest Payment Date, as set forth below, at the rate of 5.375% per annum [(subject to adjustment as provided below)]^*

Interest will be payable semiannually (to the holders of record of the Securities (or any predecessor Securities) at the close of business on the June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing June 15, 2005.

[The Holder of this Security is entitled to the benefits of the Registration Rights Agreement, dated December 14, 2004, among the Company, the Guarantors and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that either (a) the Exchange Offer Registration Statement is not filed with the Securities and Exchange Commission on or prior to February 12, 2005, (b) the Exchange Offer Registration Statement is not declared effective on or prior to May 13, 2005, (c) the Exchange Offer is not consummated on or prior to June 12, 2005, (d) the Shelf Registration Statement is not declared effective on or prior to May 13, 2005 or (e) any registration statement required by the Registration Rights Agreement is filed and declared effective but shall thereafter cease to be effective and such registration statement ceases to be effective for more than 60 days (whether or not consecutive) in any 12-month period (except as specifically provided herein and in the Registration Rights Agreement) without being succeeded immediately by an additional registration statement filed and declared effective, the interest rate borne by this Security shall be increased by 0.25% per annum. Upon the filing of the Exchange Offer Registration Statement, the effectiveness of the Exchange Offer Registration Statement, the consummation of the Exchange Offer, or the effectiveness of a Shelf Registration Statement, as the case may be, the interest rate borne by this Security from the date of such filing, consummation or effectiveness, as the case may be, will be reduced to the original interest rate set forth above; provided, however, that, if after such reduction in interest rate, a different event specified in clause (a), (b), (c), (d) or (e), above occurs, the interest rate may again be increased pursuant to the foregoing provisions.]^*

Interest on this Security will accrue from the most recent date to which interest has been paid [on this Security or the Security surrendered in exchange herefor]^** or, if no interest has been paid, from                     ; provided that, if there is no existing default in the payment of interest and if this Security is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such

A-4

Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Under certain circumstances described in the Indenture, the Company or the Guarantors also shall pay Additional Amounts to the Holders of Securities equal to an amount that the Company or Guarantors may be required to withhold or deduct for or on account of Taxes imposed by a Taxing authority within the United Kingdom from any payment made under or with respect to the Securities or the Guarantees.

The Company shall pay interest on overdue principal and interest on overdue installments of interest and Additional Amounts, to the extent lawful, at a rate per annum equal to the rate of interest applicable to the Securities.

2. Method of Payment.

The Company will pay interest (except defaulted interest) on the principal amount of the Securities on each June 15 and December 15 to the persons who are Holders (as reflected in the Security Register at the close of business on the June 1 and December 1 immediately preceding the Interest Payment Date), in each case, even if the Security is cancelled on registration of transfer or registration of exchange after such record date; provided that, with respect to the payment of principal, the Company will make payment to the Holder that surrenders this Security to any Paying Agent on or after December 15, 2014.

The Company will pay principal, interest and Additional Amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. [Payment of the principal of, interest on and Additional Amounts with respect to the Securities will be made at the office or agency of the Company maintained for that purpose in the City of New York (which shall be located at SunTrust Bank, c/o SunTrust Robinson Humphrey Capital Markets, 125 Broad Street, 3^rd Floor, New York, New York 10004, Attention: Randy Brougher, unless the Company shall designate and maintain some other office or agency for such purpose) and, so long as the Securities are registered on the Luxembourg Stock Exchange and the rules of the stock exchange require, at the office of the Luxembourg Paying Agent in Luxembourg, or at such other office or agency of the Company as may be maintained for such purpose, in lawful money of the United States of America, or payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register; provided, however, that all payments to Holders who have given wire transfer instructions to the Company will be made by wire transfer of immediately available funds to the accounts specified by such Holder.]*** [All payments will be made by wire transfer of immediately available funds to the accounts specified by the Holder.]**** If a payment date is a date other than a Business Day at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day and no interest shall accrue for the intervening period.

*** Include for U.S. Physical Securities only.

****  Include for Global Security only.

A-5

3. Paying Agent and Registrar.

Initially, the Trustee will act as Paying Agent and Registrar and, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the stock exchange require, the Luxembourg Paying Agent will act as Luxembourg paying agent. The Company may change any Paying Agent or Registrar upon written notice thereto. The Company, any Subsidiary or any Affiliate of any of them may act as Paying Agent, Registrar or co-registrar.

4. Guarantees.

This Security is entitled to the benefits of the Guarantee made by each of the Guarantors as described in the Indenture, pursuant to which the Guarantors have irrevocably and unconditionally, jointly and severally, guaranteed on a senior unsecured basis the punctual payment when due, whether at Stated Maturity, by acceleration, redemption or otherwise, of all obligations of the Company under the Indenture and this Security. A Guarantor shall be released from its Guarantee upon the terms and subject to the conditions set forth in the Indenture.

5. Indenture; Limitations.

The Company issued the Securities under an Indenture dated as of December 14, 2004 (the “Indenture”), among the Company, the Guarantors named therein (the “Guarantors” which term will include all successor guarantors under the Indenture) and SunTrust Bank, as trustee (the “Trustee”). Capitalized terms herein are used as defined in the Indenture unless otherwise indicated. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Securities are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Security and the terms of the Indenture, the terms of the Indenture shall control.

The Securities are senior unsecured obligations of the Company.

6. Redemption.

(a) In the event that the Company has become or would become obligated to pay any Additional Amounts as a result of (i) a Change in Tax Law or (ii) a Listing Failure provided that the Company has used reasonable best efforts to list or maintain a listing of the Securities on a “recognized stock exchange” (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (as provided for in Section 10.04 of the Indenture), then the Company may redeem all, but not less than all, of the Securities at any time at 100% of the principal amount thereof on the Redemption Date, together with accrued and unpaid interest and Additional Amounts, if any, thereon to but excluding the Redemption Date. Prior to the publication of the notice of redemption in accordance with the foregoing, the Company shall deliver to the Trustee an Opinion of Counsel.

(b) The Securities may be redeemed, in whole or in part, at the option of the Company at any time at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Securities to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of the principal and interest on such Securities to be redeemed

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discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus, in each case, accrued and unpaid interest and Additional Amounts, if any, thereon to but excluding the Redemption Date; provided, however, that interest installments due on an Interest Payment Date which is on or prior to the Redemption Date will be payable to Holders who are Holders of record of such Securities as of the close of business on the Regular Record Date preceding such Interest Payment Date.

(c) Notice of a redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Securities to be redeemed at such Holder’s last address as it appears in the Security Register. Securities in original denominations larger than US$2,000 may be redeemed in part in integral multiples of US$1,000. On and after the Redemption Date, interest ceases to accrue on Securities or portions of Securities called for redemption, unless the Company defaults in the payment of the Redemption Price.

7. Denominations; Transfer; Exchange.

The Securities are in registered form without coupons, in denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. A Holder may register the transfer or exchange of Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer or exchange of any Securities selected for redemption (except the unredeemed portion of any Security being redeemed in part). Also, it need not register the transfer or exchange of any Securities for a period of 15 days before a selection of Securities to be redeemed is made.

As long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the stock exchange require, the Company shall give notice of such redemption to the Luxembourg Stock Exchange and publish a notice of redemption in a Luxembourg newspaper of general circulation.

8. Persons Deemed Owners.

Prior to due presentment of this Security for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the Company, the Guarantors or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Guarantors, the Trustee nor any such agent shall be affected by notice to the contrary.

9. Unclaimed Money.

If money for the payment of principal or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Company at its request. After that, Holders entitled to the money must look to the Company for payment, unless an abandoned property law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

A-7

10. Discharge Prior to Redemption or Maturity.

Provided other conditions in the Indenture are met, if the Company irrevocably deposits, or causes to be deposited, with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, accrued interest on and Additional Amounts with respect to the Securities to redemption or maturity, the Company will be discharged from the Indenture and the Securities, except in certain circumstances for certain sections thereof.

11. Amendment; Supplement; Waiver.

Subject to certain exceptions, the Indenture or the Securities may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then Outstanding, and any existing default or compliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities then Outstanding. Without notice to or the consent of any Holder, the parties thereto may amend or supplement the Indenture or the Securities to, among other things, cure any ambiguity, defect or inconsistency and make any change that does not adversely affect the rights of any Holder.

12. Restrictive Covenants.

The Indenture contains certain covenants, including, without limitation, covenants with respect to the merger and certain transfers of assets. Within 120 days after the end of each fiscal year, the Company must report to the Trustee on compliance with such covenants.

13. Successor Persons.

When a successor person or other entity expressly assumes all the obligations of its predecessor under the Securities and the Indenture, the predecessor person will be released from those obligations, provided other conditions in the Indenture are met.

14. Remedies for Events of Default.

If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of not less than 25% in principal amount of the Securities then Outstanding may declare all the Securities to be immediately due and payable. If a bankruptcy or insolvency default with respect to the Company or any Guarantor occurs and is continuing, the Securities automatically become immediately due and payable. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of at least a majority in principal amount of the Securities then Outstanding may direct the Trustee in its exercise of any trust or power.

15. Trustee Dealings with Company.

The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may make loans to, accept deposits from, perform services for, and otherwise deal with, the Company and its Affiliates as if it were not the Trustee.

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16. Authentication.

This Security shall not be valid until the Trustee signs the certificate of authentication on the other side of this Security.

17. Abbreviations.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to AMVESCAP PLC, 1315 Peachtree Street, N.E., Suite 500, Atlanta, Georgia 30309, Attention: Chief Financial Officer.

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[SCHEDULE I

AMVESCAP PLC

5.375% Senior Note Due 2014

Date Principal Amount Notation]****

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[FORM OF TRANSFER NOTICE]

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

(Please print or typewrite name and address including zip code of assignee)

the within Security and all rights thereunder, hereby irrevocably constituting and appointing

attorney to transfer such Security on the books of the Company with full power of substitution in the premises.

[THE FOLLOWING PROVISION TO BE INCLUDED

ON ALL CERTIFICATES EXCEPT

PERMANENT OFFSHORE PHYSICAL CERTIFICATES]

In connection with any transfer of this Security occurring prior to the date which is the earlier of the date of an effective Registration Statement or                     , the undersigned confirms that without utilizing any general solicitation or general advertising that:

[Check One]

¨ (a) this Security is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder.

or

¨ (b) this Security is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Security and the Indenture.

If none of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to register this Security in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 3.07 of the Indenture shall have been satisfied.

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Date:                                         

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

Signature guaranteed by a member of a “Signature Guarantee Program” (“STAMP”), Stock Exchange Medallion Program (“SEMP”) or New York Stock Exchange Medallion Signature Program, (“MSP”) (an “Eligible Institution”), the signature(s) must be guaranteed by an Eligible Institution.

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:                                         

NOTICE: To be executed by an executive officer, general partner, trustee or similar representative.

A-12

GUARANTEE

For value received, the undersigned hereby, jointly and severally, unconditionally guarantee, as principal obligor and not only as a surety, to the Holder of this Security the cash payments in U.S. dollars of principal of and interest on this Security in the amounts and at the times when due and interest on the overdue principal, interest, if any, and Additional Amounts with respect to this Security, if lawful, and the payment or performance of all other obligations of the Company under the Indenture (as defined below) or the Securities, to the Holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security, Article XIII of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article XIII of the Indenture and its terms shall be evidenced therein. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Security.

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture relating to the 5.375% Senior Notes Due 2014 (the “Indenture”) dated as of December 14, 2004 among AMVESCAP PLC, the Guarantors and SunTrust Bank, as trustee (the “Trustee”).

The obligations of the undersigned to the Holders of Securities and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article XIII of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates.

This Guarantee will be a senior unsecured obligation of the Guarantors and will rank pari passu in right of payment with all other existing and future senior unsecured obligations of the Guarantors.

This Guarantee shall be governed by and construed in accordance with the laws of the state of New York.

This Guarantee is subject to release upon the terms set forth in the Indenture.

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IN WITNESS WHEREOF, the Guarantors have caused this instrument to be duly executed.

Date:                             

A I M MANAGEMENT GROUP INC.
By
	Name:
	Title:
A I M ADVISORS, INC.
By
	Name:
	Title:
INVESCO INSTITUTIONAL (N.A.), INC.
By
	Name:
	Title:
INVESCO NORTH AMERICAN HOLDINGS, INC.
By
	Name:
	Title:

A-14

EXHIBIT B

FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF

TRANSFER FROM RESTRICTED GLOBAL SECURITY TO

REGULATION S GLOBAL SECURITY

SunTrust Bank

25 Park Place

24^th Floor

Atlanta, Georgia 30303

Attn: Corporate Trust Office

Re: 5.375% Senior Notes Due 2014 of AMVESCAP PLC

Reference is hereby made to the Indenture, dated as of December 14, 2004 (the “Indenture”), between AMVESCAP PLC, as issuer (the “Company”), each of the Guarantors named in the first paragraph of the Indenture and SunTrust Bank, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

This letter relates to US$                     principal amount of Securities which are evidenced by the Restricted Global Security (CUSIP No.                    ) and held with the Depositary in the name of Cede & Co. (the “Transferor”). The Transferor has requested a transfer of such beneficial interest in the Securities to a Person who will take delivery thereof in the form of an equal principal amount of Securities evidenced by the Regulation S Global Security (CUSIP No.                     ).

In connection with such request and in respect of such Securities, the Transferor hereby certifies that such transfer has been effected in compliance with the transfer restrictions applicable to the Global Securities and pursuant to and in accordance with Rule 903, Rule 904 or Rule 144 under the United States Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor hereby further certifies that:

(A) if the transfer has been effected pursuant to Rule 903 or Rule 904:

(1) the offer of the Securities was not made to a person in the United States;

(2) either:

(a) at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed and believes that the transferee was outside the United States; or

(b) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was prearranged with a buyer in the United States;

B-1

(3) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;

(5) if the transfer is being requested prior to January 23, 2005, upon completion of the transaction, the beneficial interest being transferred as described above is to be held with the Depositary through Euroclear or Clearstream, or both (Common Code                     ); and

(B) If the transfer has been effected pursuant to Rule 144, the Securities have been transferred in a transaction permitted by Rule 144 under the Securities Act.

Upon giving effect to this request to exchange a beneficial interest in such Restricted Global Security for a beneficial interest in a Regulation S Global Security, the resulting beneficial interest shall be subject to the restrictions on transfer applicable to Regulation S Global Security pursuant to the Indenture and the Securities.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Terms used in this certificate and not otherwise defined in the Indenture have the meanings set forth in Regulation S under the Securities Act.

[Insert Name of Transferor]
By:
	Name:
	Title:
Signature guaranteed by a member of a “Signature Guarantee Program” (“STAMP”), Stock Exchange Medallion Program (“SEMP”) or New York Stock Exchange Medallion Signature Program, (“MSP”) (an “Eligible Institution”), the signature(s) must be guaranteed by an Eligible Institution.
Dated:                         ,

B-2

EXHIBIT C

FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF

TRANSFER FROM REGULATION S GLOBAL SECURITY TO

RESTRICTED GLOBAL SECURITY

SunTrust Bank

25 Park Place

24^th Floor

Atlanta, Georgia 30303

Attn: Corporate Trust Office

Re: 5.375% Senior Notes Due 2014 of AMVESCAP PLC

Reference is hereby made to the Indenture, dated as of December 14, 2004 (the “Indenture”), between AMVESCAP PLC, as issuer (the “Company”), each of the Guarantors named in the first paragraph of the Indenture and SunTrust Bank, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

This letter relates to US$                     principal amount of the Securities which are evidenced by the Regulation S Global Security (CUSIP No.                     ) and held with the Depositary in the name of Cede & Co. (the “Transferor”). The Transferor has requested a transfer of such beneficial interest in the Securities to a Person who will take delivery thereof in the form of an equal principal amount of Securities evidenced by the Restricted Global Security (CUSIP No.                     ), to be held with the Depositary.

In connection with such request and in respect of such Securities, the Transferor hereby certifies that such transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the Securities are being transferred to a Person that the Transferor reasonably believes is purchasing the Securities for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Securities are being transferred in compliance with any applicable blue sky securities laws of any state of the United States.

Upon giving effect to this request to exchange a beneficial interest in Regulation S Global Securities for a beneficial interest in the Restricted Global Security, the resulting beneficial interest shall be subject to the restrictions on transfer applicable to the U.S. Global Securities pursuant to the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Terms used in this certificate and not otherwise defined in the Indenture have the meanings set forth in Regulation S under the Securities Act.

C-1

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                         ,         

Signature guaranteed by a member of a “Signature Guarantee Program” (“STAMP”), Stock Exchange Medallion Program (“SEMP”) or New York Stock Exchange Medallion Signature Program, (“MSP”) (an “Eligible Institution”), the signature(s) must be guaranteed by an Eligible Institution.

C-2

EXHIBIT D

FORM OF CERTIFICATE FOR TRANSFER OF U.S. PHYSICAL SECURITIES TO REGULATION S GLOBAL SECURITY OR RESTRICTED GLOBAL SECURITY

SunTrust Bank

25 Park Place

24^th Floor

Atlanta, Georgia 30303

Attn: Corporate Trust Office

Re: 5.375% Senior Notes Due 2014 of AMVESCAP PLC

Reference is hereby made to the Indenture, dated as of December 14, 2004 (the “Indenture”), between AMVESCAP PLC as issuer (the “Company”), each of the Guarantors named in the first paragraph of the Indenture and SunTrust Bank, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

This letter relates to US$                     principal amount of Securities which are evidenced by a definitive certificated Security (Certificate No.                     , CUSIP No.                     , in the name of                             ) (the “Transferor”). The Transferor has requested a transfer of such interest in the Securities to a Person that will take delivery thereof in the form of an equal principal amount of Securities evidenced by the [Restricted Global Security (CUSIP No.                     )] [Regulation S Global Security (CUSIP No.                     )].

In connection with such request and in respect of such Securities, the Transferor does hereby certify that: [if such request is made for transfer to the Regulation S Global Security: such transfer has been effected pursuant to and in accordance with Rule 903, Rule 904 or Rule 144 under the United States Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby further certify that:

(1) if the transfer has been effected pursuant to Rule 903 or Rule 904:

(A) the offer of the Securities was not made to a person in the United States;

(B) either:

(i) at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed that the transferee was outside the United States, or

(ii) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was prearranged with a buyer in the United States;

D-1

(C) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; [and]

(D) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; [and

(E) if the transfer is being requested prior to January 23, 2005: Upon completion of the transaction, the beneficial interest being transferred as described above is to be held with the Depositary through Euroclear or Clearstream or both (Common Code                     );] or

(2) if the transfer has been effected pursuant to Rule 144, the Securities have been transferred in a transaction permitted by Rule 144.]

[if such request is made for transfer to the Restricted Global Security: such transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act, and, accordingly, the Transferor hereby further certifies that the Securities are being transferred to a person that the Transferor reasonably believes is purchasing the Securities for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A [and such Securities are being transferred in compliance with any applicable blue sky securities laws of any state of the United States].

This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Terms used in this certificate and not otherwise defined in the Indenture have the meanings set forth in Regulation S under the Securities Act.

D-2

Upon completion of the transaction, the beneficial interest being transferred as described above is to be held with the Depositary through Euroclear or Clearstream or both (Common Code                    ).

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                    ,         

Signature guaranteed by a member of a “Signature Guarantee Program” (“STAMP”), Stock Exchange Medallion Program (“SEMP”) or New York Stock Exchange Medallion Signature Program, (“MSP”) (an “Eligible Institution”), the signature(s) must be guaranteed by an Eligible Institution.

D-3

EXHIBIT E

FORM OF CERTIFICATE FOR TRANSFER OR EXCHANGE AFTER TWO YEARS

SunTrust Bank

25 Park Place

24^th Floor

Atlanta, Georgia 30303

Attn: Corporate Trust Office

Re: 5.375% Senior Notes Due 2014 of AMVESCAP PLC

Reference is hereby made to the Indenture, dated as of December 14, 2004 (the “Indenture”), between AMVESCAP PLC as issuer (the “Company”), each of the Guarantors named in the first paragraph of the Indenture and SunTrust Bank, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

[For transfers: This letter relates to US$                     principal amount of Securities which are evidenced by a [Restricted Global Security (CUSIP No.                     ) and held with the Depositary in the name of Cede & Co.] [a U.S. Physical Security (CUSIP No.                     ) registered in the name of                             ] [and held for the benefit of                     ] (the “Beneficial Owner”). The Beneficial Owner has requested that its beneficial interest in such Securities be transferred to a Person that will take delivery thereof in the form of an equal principal amount of Securities evidenced by the Regulation S Global Security (CUSIP No.                     ).

In connection with such request and in respect of such Securities, the Beneficial Owner does hereby certify that upon such transfer, (a) a period of at least two years will have elapsed since December 14, 2004, (b) the Beneficial Owner during the three months preceding the date of such transfer was not an “affiliate” of the Company (as defined in Rule 144 under the Securities Act), and it was not acting on behalf of such an affiliate and (c) such Person to whom such transfer is being made is not an “affiliate” of the Company.]

[For exchanges: This letter relates to US$                     principal amount of Securities that are evidenced by a [Restricted Global Security (CUSIP No.                     ) and held with the Depositary in the name of [                            ] [and held for the benefit of ] ] (the “Beneficial Owner”). The Beneficial Owner has requested that its beneficial interest in such Securities be exchanged for a beneficial interest in an equal principal amount of Securities evidenced by the Regulation S Global Security (CUSIP No.                     ).

In connection with such request and in respect of such Securities, the Beneficial Owner does hereby certify that [it is located and acquired such securities outside the United States (if the Restricted Period has ended) and that such transfer is being made in accordance with Rule 903 or 904 of Regulation S promulgated under the United States Securities Act of 1933, as amended],[

E-1

upon such exchange, (a) it will be the beneficial owner of such Securities, (b) a period of at least two years will have elapsed since December 14, 2004 and (c) the Beneficial Owner will not be, and during the three months preceding the date of such exchange will not have been, an “affiliate” of the Company (as defined in Rule 144 under the Securities Act), and it is not acting on behalf of such an affiliate.]

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

Dated:	[Insert Name of Beneficial Owner]
	By:
		Name:
		Title:
		Signature guaranteed by a member of a “Signature Guarantee Program” (“STAMP”), Stock Exchange Medallion Program (“SEMP”) or New York Stock Exchange Medallion Signature Program, (“MSP”) (an “Eligible Institution”), the signature(s) must be guaranteed by an Eligible Institution.

E-2

Indenture

Dated as of December 14, 2004

US$300,000,000

5.375% Senior Notes Due 2014

AMVESCAP PLC,

Issuer,

EACH OF THE GUARANTORS

NAMED HEREIN,

Guarantors,

and

SUNTRUST BANK,

Trustee

AMVESCAP PLC

Reconciliation and tie between Trust Indenture Act

of 1939 and Indenture, dated as of December 14, 2004

Trust Indenture Act Section	Indenture Section
§ 310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . .	6.08
310(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .	6.08
310(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .	N/A
310(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .	N/A
310(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .	6.08
310(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .	6.05, 6.09
§ 311 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	6.05, 6.06
§ 312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	7.01
312(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .	7.01
312(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .	7.01
§ 313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	7.02
§ 313(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	7.02
313(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .	6.01, 7.02
§ 313(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	7.02
§ 314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	10.06; 10.07
§ 314(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	N/A
§ 314(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	N/A
§ 314(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	N/A
§ 314(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	1.02
§ 315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	6.01
§ 315(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	6.02
§ 315(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	6.02
§ 315(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	5.15
§ 316(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	5.12,5.13
§ 316(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	5.08
§ 316(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	1.04

TABLE OF CONTENTS

		Page
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .		1
RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..		1
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Section 1.01	Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . .	1
Section 1.02	Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .	8
Section 1.03	Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .	9
Section 1.04	Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .	10
Section 1.05	Notices, etc., to Trustee, Company or Guarantors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .	11
Section 1.06	Notice to Holders, Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . .	12
Section 1.07	Conflict of any Provision of Indenture with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..	12
Section 1.08	Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .	12
Section 1.09	Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .	12
Section 1.10	Separability Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	12
Section 1.11	Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .	13
Section 1.12	Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	13
Section 1.13	Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	13
Section 1.14	Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .	13
Section 1.15	Agent for Service; Submission to Jurisdiction; Waiver of Immunities and Jury Trial . . . . . . . . . . . . . . . . . . . . . ..	13
Section 1.16	Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . .	14
ARTICLE II
SECURITY FORMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . .		15
Section 2.01	Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	15
Section 2.02	Restrictive Legends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .	16
ARTICLE III
THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .		17
Section 3.01	Title and Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .	17
Section 3.02	Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .	18
Section 3.03	Execution, Authentication, Delivery and Dating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .	18
Section 3.04	Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .	20

Note:  This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.

Section 3.05	Registration, Registration of Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .	20
Section 3.06	Book-Entry Provisions for Restricted Global Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .	21
Section 3.07	Special Transfer Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .	23
Section 3.08	Mutilated, Destroyed, Lost and Stolen Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .	26
Section 3.09	Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
Section 3.10	Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .	28
Section 3.11	Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	28
Section 3.12	CUSIP and CINS Numbers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .	29
Section 3.13	Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	29
ARTICLE IV
SATISFACTION AND DISCHARGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..		29
Section 4.01	Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .	29
Section 4.02	Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .	30
ARTICLE V
REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .		30
Section 5.01	Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	30
Section 5.02	Acceleration of Maturity; Rescission and Annulment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .	32
Section 5.03	Collection of Indebtedness and Suits for Enforcement by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..	33
Section 5.04	Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . .	33
Section 5.05	Trustee May Enforce Claims Without Possession of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..	34
Section 5.06	Application of Money Collected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .	34
Section 5.07	Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	35
Section 5.08	Unconditional Right of Holders to Receive Principal, Interest and Additional Amounts . . . . . . . . . . . . . . . . . . . . . ..	35
Section 5.09	Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . .	36
Section 5.10	Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . .	36
Section 5.11	Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . .	36
Section 5.12	Control by Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	36
Section 5.13	Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	37
Section 5.14	Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . .	37
Section 5.15	Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .	37
ARTICLE VI
THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .		38
Section 6.01	Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . .	38
Section 6.02	Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . .	38
Section 6.03	Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	38
Section 6.04	Trustee Not Responsible for Recitals or Issuance of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . .	40
Section 6.05	May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .	40

Section 6.06	Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	40
Section 6.07	Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .	40
Section 6.08	Corporate Trustee Required; Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .	41
Section 6.09	Resignation and Removal; Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. .	41
Section 6.10	Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .	42
Section 6.11	Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..	43
Section 6.12	Withholding Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	43
ARTICLE VII
HOLDERS’ LISTS AND REPORTS BY TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..		44
Section 7.01	Disclosure of Names and Addresses of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .	44
Section 7.02	Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .	44
ARTICLE VIII
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		44
Section 8.01	Company and Guarantors May Consolidate, etc., Only on Certain Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..	44
Section 8.02	Successor Person Substituted for Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .	45
ARTICLE IX
SUPPLEMENTS AND AMENDMENTS TO INDENTURE AND SECURITIES GUARANTEES . . . . . . . . . . . . . . . . . . . . .		46
Section 9.01	Without Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .	46
Section 9.02	With Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .	47
Section 9.03	Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .	48
Section 9.04	Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .	48
Section 9.05	Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .	48
Section 9.06	Reference in Securities to Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .	48
Section 9.07	Notice of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .	48
Section 9.08	Revocation and Effect of Consents, Waivers and Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .	48
ARTICLE X
COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .		49
Section 10.01	Payment of Principal and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . .	49
Section 10.02	Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .	49
Section 10.03	Money for Security Payments to Be Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .	50
Section 10.04	Additional Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	51
Section 10.05	Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	53
Section 10.06	Statement by Officers As to Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .	53
Section 10.07	Provision of Reports and Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .	53
Section 10.08	Waiver of Certain Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . .	54

Section 10.09	Additional Guarantors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	54
ARTICLE XI
REDEMPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..		55
Section 11.01	Right of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	55
Section 11.02	Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .	56
Section 11.03	Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .	56
Section 11.04	Selection by Trustee of Securities to Be Redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .	56
Section 11.05	Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	57
Section 11.06	Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . .	58
Section 11.07	Securities Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .	58
Section 11.08	Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .	58
ARTICLE XII
DEFEASANCE AND COVENANT DEFEASANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		58
Section 12.01	Company Option to Effect Defeasance or Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..	58
Section 12.02	Defeasance and Discharge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .	59
Section 12.03	Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .	59
Section 12.04	Conditions to Defeasance or Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . .	59
Section 12.05	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions . . . . . .	62
Section 12.06	Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . .	62
ARTICLE XIII
SECURITIES GUARANTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..		63
Section 13.01	Unconditional Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .	63
Section 13.02	Limitations on Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .	64
Section 13.03	Execution and Delivery of Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .	64
Section 13.04	Release of the Guarantors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .	65
Section 13.05	Waiver of Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .	65
Section 13.06	Immediate Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .	66
Section 13.07	No Set-Off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	66
Section 13.08	Obligations Absolute . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	66
Section 13.09	Obligations Not Reduced . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .	66
Section 13.10	[Intentionally Omitted] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	66
Section 13.11	Obligations Not Affected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .	66
Section 13.12	Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . .	67
Section 13.13	No Obligation To Take Action Against the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .	68
Section 13.14	Dealing with the Company and Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .	68
Section 13.15	Default and Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .	68
Section 13.16	Amendment, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	69
Section 13.17	Acknowledgement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .	69

Section 13.18	No Merger or Waiver; Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .	69
Section 13.19	Survival of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .	69
Section 13.20	Guarantee in Addition to Other Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .	69
Section 13.21	Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .	69
Section 13.22	Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .	70

EXHIBITS

Exhibit A -	Form of Security
Exhibit B -	Form of Certificate for Exchange or Registration of Transfer from Restricted Global Security to Regulation S Global Security
Exhibit C -	Form of Certificate for Exchange or Registration of Transfer from Regulation S Global Security to Restricted Global Security
Exhibit D -	Form of Certificate for Transfer of U.S. Physical Securities to Regulation S Global Security or Restricted Global Security
Exhibit E -	Form of Certificate for Transfer or Exchange after Two Years

EX-4.3

EXHIBIT 4.3

AMVESCAP PLC

4.500% Senior Notes Due 2009

5.375% Senior Notes Due 2014

REGISTRATION RIGHTS AGREEMENT

New York, New York

December 14, 2004

Citigroup Global Markets Inc.

J.P. Morgan Securities Inc.

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Banc of America Securities LLC

HSBC Securities (USA) Inc.

Deutsche Bank Securities Inc.

UBS Securities LLC

Wachovia Capital Markets, LLC

As Representatives of the Initial Purchasers

c/o Citigroup Global Markets Inc.

388 Greenwich Street, 35^th Floor

New York, New York 10013

Dear Sirs:

AMVESCAP PLC, a public limited company incorporated under the laws of England (the “Company”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated December 8, 2004 (the “Purchase Agreement”), and A I M Management Group Inc., A I M Advisors, Inc., INVESCO Institutional (N.A.), Inc. and INVESCO North American Holdings, Inc. (together with each subsidiary of the Company that pursuant to the terms of the Indentures referred to herein guarantees the Company’s obligations under the Indentures, the “Guarantors”) propose to guarantee, the Company’s 4.500% Senior Notes Due 2009 (the “2009 Notes”) and the Company’s 5.375% Senior Notes Due 2014 (the “2014 Notes” and, together with the 2009 Notes, the “Securities”) relating to the initial placement of the Securities (the “Initial Placement”). As a condition to the Initial Purchasers’ purchase of the Securities pursuant to the Purchase Agreement and to satisfy a condition of your obligations thereunder, the Company and the Guarantors agree with you for your benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each a “Holder” and, together, the “Holders”), as follows:

1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings:

“2009 Indenture” shall mean the Indenture relating to the 2009 Notes and, when issued, the 2009 New Securities, dated as of December 14, 2004, among the Company, the Guarantors and SunTrust Bank, as trustee, as the same may be amended from time to time in accordance with the terms thereof.

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“2014 Indenture” shall mean the Indenture relating to the 2014 Notes and, when issued, the 2014 New Securities, dated as of December 14, 2004, among the Company, the Guarantors and SunTrust Bank, as trustee, as the same may be amended from time to time in accordance with the terms thereof.

“2009 New Securities” shall mean debt securities of the Company identical in all material respects to the 2009 Notes (except that interest rate step-up provisions and the transfer restrictions shall be modified or eliminated, as appropriate) and to be issued under the 2009 Indenture.

“2014 New Securities” shall mean debt securities of the Company identical in all material respects to the 2014 Notes (except that interest rate step-up provisions and the transfer restrictions shall be modified or eliminated, as appropriate) and to be issued under the 2014 Indenture.

“2009 Notes” shall have the meaning set forth in the preamble hereto.

“2014 Notes” shall have the meaning set forth in the preamble hereto.

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Affiliate” of any specified Person shall mean any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified Person. For purposes of this definition, control of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise; and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

“Broker-Dealer” shall mean any broker or dealer registered as such under the Exchange Act.

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City, or London, England.

“Commission” shall mean the Securities and Exchange Commission.

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“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Exchange Offer Registration Period” shall mean the one-year period following the consummation of the Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

“Exchange Offer” shall mean the proposed offer of the Company and the Guarantors to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities, a like aggregate principal amount of the New Securities.

“Exchange Offer Registration Statement” shall mean a registration statement of the Company and the Guarantors on an appropriate form under the Act with respect to the Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Exchanging Dealer” shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of the Company).

“Final Memorandum” shall have the meaning set forth in the Purchase Agreement.

“Guarantors” shall have the meaning set forth in the preamble hereto.

“Holder” shall have the meaning set forth in the preamble hereto.

“Indentures” shall mean the 2009 Indenture and the 2014 Indenture.

“Initial Placement” shall have the meaning set forth in the preamble hereto.

“Initial Purchaser” shall have the meaning set forth in the preamble hereto.

“Losses” shall have the meaning set forth in Section 6(d) hereof.

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of each of the 2009 Notes and the 2014 Notes registered under a Registration Statement.

“Managing Underwriters” shall mean the investment banker or investment bankers and manager or managers that shall administer an underwritten offering.

“New Securities” shall mean the 2009 New Securities and the 2014 New Securities.

“Prospectus” shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under

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the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein.

“Purchase Agreement” shall have the meaning set forth in the preamble hereto.

“Registration Statement” shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the New Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein.

“Securities” shall have the meaning set forth in the preamble hereto.

“Shelf Registration” shall mean a registration effected pursuant to Section 3 hereof.

“Shelf Registration Period” has the meaning set forth in Section 3(b) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and the Guarantors pursuant to the provisions of Section 3 hereof which covers some or all of the Securities or New Securities, as applicable, on an appropriate form under Rule 415 under the Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Trustee” shall mean the trustee with respect to the Securities under each of the Indentures.

“underwriter” shall mean any underwriter of Securities in connection with an offering thereof under a Shelf Registration Statement.

2. Exchange Offer. (a) The Company and the Guarantors shall prepare and, not later than 60 days after the date of this Agreement, file with the Commission the Exchange Offer Registration Statement with respect to the Exchange Offer. The Company and the Guarantors shall use their respective best efforts to cause the Exchange Offer Registration Statement to become effective under the Act not later than 150 days after the date of this Agreement and to consummate the Exchange Offer not later than 180 days after the date of this Agreement.

(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of the Company, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Exchange Offer) and to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without

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material restrictions under the securities laws of a substantial proportion of the several states of the United States.

(c) In connection with the Exchange Offer, the Company and the Guarantors shall:

(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(ii) keep the Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);

(iii) use their respective best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;

(iv) utilize the services of a depositary for the Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or its Affiliate;

(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Exchange Offer is open;

(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Company and the Guarantors are conducting the Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Company and the Guarantors have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Exchange Offer and that, to the best of the Company’s and the Guarantors’ information and belief, each Holder participating in the Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities;

(vii) comply in all respects with all applicable laws;

(viii) cause the New Securities to be listed on the Luxembourg Stock Exchange or on any other exchange on which the Securities are then listed or quoted; and

(ix) if the Securities are listed on the Luxembourg Stock Exchange, (A) provide written notice of the Exchange Offer to the Luxembourg Stock Exchange, (B) publish notice of the Exchange Offer in a Luxembourg newspaper of general circulation announcing (x) the commencement of the Exchange Offer, (y) following completion thereof, the results of such Exchange Offer and (z) the common codes and ISIN numbers

5

of the New Securities, (C) appoint an exchange agent in Luxembourg through which all documents with respect to the Exchange Offer will be made available and (D) cause the New Securities to be accepted for clearance through Euroclear Bank, S.A./ N.V. or Clearstream Banking, S.A.;

(d) As soon as practicable after the close of the Exchange Offer, the Company and the Guarantors shall:

(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Exchange Offer;

(ii) deliver to the Trustee for cancellation in accordance with Section 4(s) all Securities so accepted for exchange; and

(iii) cause the Trustee promptly to authenticate and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.

(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Exchange Offer shall be required to represent to the Company and the Guarantors that, at the time of the consummation of the Exchange Offer:

(i) any New Securities received by such Holder will be acquired in the ordinary course of business;

(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and

(iii) such Holder is not an Affiliate of the Company.

(f) If any Initial Purchaser determines that it is not eligible to participate in the Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company and the Guarantors shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Company and the

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Guarantors shall use their respective best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Exchange Offer.

3. Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company and the Guarantors determine upon advice of their outside counsel that they are not permitted to effect the Exchange Offer as contemplated by Section 2 hereof; (ii) on or before 150 days after the date of this Agreement, any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Exchange Offer; (iii) any Holder (other than an Initial Purchaser) is not eligible to participate in the Exchange Offer; or (iv) in the case of any Initial Purchaser that participates in the Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.

(b) (i) The Company and the Guarantors shall as promptly as practicable file with the Commission and thereafter shall use their respective best efforts to cause to be declared effective under the Act a Shelf Registration Statement relating to the offer and sale of the Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.

(ii) The Company and the Guarantors shall use their respective best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or when applicable

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law is amended to provide a shorter restrictive period (in any such case, such period being called the “Shelf Registration Period”). The Company and the Guarantors shall be deemed not to have used their respective best efforts to keep the Shelf Registration Statement effective during the requisite period if any of them voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company or the Guarantors in good faith and for valid business reasons (not including avoidance of the Company’s or the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Company and the Guarantors promptly thereafter comply with the requirements of Section 4(k) hereof, if applicable.

(iii) The Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

4. Additional Registration Procedures. In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply.

(a) The Company and the Guarantors shall:

(i) furnish to you, at a reasonable time prior to the filing thereof with the Commission, a copy of any Exchange Offer Registration Statement and any Shelf Registration Statement, and each amendment thereto and each amendment or supplement, if any, to the Prospectus included therein (including all documents incorporated by reference therein after the initial filing) and shall use its best efforts to reflect in each such document, when so filed with the Commission, such comments as you reasonably propose;

(ii) include the information set forth in Annex A hereto on the facing page of the Exchange Offer Registration Statement, in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of the Prospectus contained in the Exchange Offer Registration Statement, and in Annex D hereto in the letter of transmittal delivered pursuant to the Exchange Offer;

(iii) if requested by an Initial Purchaser, include the information required by Item 507 or 508 of Regulation S-K, as applicable, in the Prospectus contained in the Exchange Offer Registration Statement; and

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(iv) in the case of a Shelf Registration Statement, include the names of the Holders that propose to sell Securities pursuant to the Shelf Registration Statement as selling security holders.

(b) The Company and the Guarantors shall ensure that:

(i) any Registration Statement and any amendment thereto and any Prospectus included therein and any amendment or supplement thereto complies in all material respects with the Act and the rules and regulations thereunder; and

(ii) any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(c) The Company and the Guarantors shall advise you, the Holders of Securities covered by any Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer Registration Statement that has provided in writing to the Company and the Guarantors a telephone or facsimile number and address for notices, and, if requested by you or any such Holder or Exchanging Dealer, shall confirm such advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Company and the Guarantors shall have remedied the basis for such suspension):

(i) when a Registration Statement and any amendment thereto has been filed with the Commission and when the applicable Registration Statement or any post-effective amendment thereto has become effective;

(ii) of any request by the Commission for any amendment or supplement to such Registration Statement or the Prospectus or for additional information;

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose;

(iv) of the receipt by the Company or the Guarantors of any notification with respect to the suspension of the qualification of the securities included in such Registration Statement for sale in any jurisdiction or the initiation of any proceeding for such purpose; and

(v) of the happening of any event that requires any change in such Registration Statement or the Prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

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(d) The Company and the Guarantors shall use their respective best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement or the qualification of the securities therein for sale in any jurisdiction at the earliest possible time.

(e) The Company and the Guarantors shall furnish to each Holder of Securities covered by any Shelf Registration Statement, without charge, at least one copy of such Shelf Registration Statement and any post-effective amendment thereto, including all material incorporated therein by reference, and, if the Holder so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

(f) The Company and the Guarantors shall, during the Shelf Registration Period, deliver to each Holder of Securities covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus (including each preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request. The Company and the Guarantors consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of securities in connection with the offering and sale of the securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(g) The Company and the Guarantors shall furnish to each Exchanging Dealer which so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including all material incorporated by reference therein, and, if the Exchanging Dealer so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

(h) The Company and the Guarantors shall promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other Person required to deliver a Prospectus during the Exchange Offer Registration Period, without charge, as many copies of the Prospectus included in such Exchange Offer Registration Statement and any amendment or supplement thereto as any such Person may reasonably request. The Company and the Guarantors consent to the use of the Prospectus or any amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer and any such other Person that may be required to deliver a Prospectus following the Exchange Offer in connection with the offering and sale of the New Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Exchange Offer Registration Statement.

(i) Prior to the Exchange Offer or any other offering of Securities pursuant to any Registration Statement, the Company and the Guarantors shall arrange, if necessary, for the qualification of the Securities or the New Securities for sale under the laws of such jurisdictions as any Holder shall reasonably request and will maintain such qualification in effect so long as required; provided that in no event shall the Company and the Guarantors be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the Initial Placement, the Exchange Offer or any offering pursuant to a Shelf Registration Statement, or subject itself to taxation in any such jurisdiction where it is not then so subject.

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(j) The Company and the Guarantors shall cooperate with the Holders of Securities to facilitate the timely preparation and delivery of certificates representing New Securities or Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as Holders may request.

(k) Upon the occurrence of any event contemplated by subsections (c)(ii) through (v) above, the Company and the Guarantors shall promptly prepare a post-effective amendment to the applicable Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to Initial Purchasers of the securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In such circumstances, the period of effectiveness of the Exchange Offer Registration Statement provided for in Section 2 and the Shelf Registration Statement provided for in Section 3(b) shall each be extended by the number of days from and including the date of the giving of a notice of suspension pursuant to Section 4(c) to and including the date when the Initial Purchasers, the Holders of the Securities and any known Exchanging Dealer shall have received such amended or supplemented Prospectus pursuant to this Section.

(l) Not later than the effective date of any Registration Statement, the Company and the Guarantors shall provide one or more CUSIP numbers for the Securities or the New Securities, as the case may be, registered under such Registration Statement and provide the Trustee with printed certificates for such Securities or New Securities, in a form eligible for deposit with The Depository Trust Company.

(m) The Company and the Guarantors shall comply with all applicable rules and regulations of the Commission and shall make generally available to its security holders as soon as practicable after the effective date of the applicable Registration Statement an earnings statement satisfying the provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder.

(n) The Company and the Guarantors shall cause each of the Indentures to be qualified under the Trust Indenture Act in a timely manner.

(o) The Company and the Guarantors may require each Holder of securities to be sold pursuant to any Shelf Registration Statement to furnish to the Company and the Guarantors such information regarding the Holder and the distribution of such securities as the Company and the Guarantors may from time to time reasonably require for inclusion in such Registration Statement. The Company and the Guarantors may exclude from such Shelf Registration Statement the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request.

(p) In the case of any Shelf Registration Statement, the Company and the Guarantors shall enter into such agreements and take all other appropriate actions (including if requested an underwriting agreement in customary form) in order to expedite or facilitate the registration or the disposition of the Securities, and in connection therewith, if an underwriting

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agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 6 (or such other provisions and procedures acceptable to the Majority Holders and the Managing Underwriters, if any), with respect to all parties to be indemnified pursuant to Section 6.

(q) In the case of any Shelf Registration Statement, the Company and the Guarantors shall:

(i) make reasonably available for inspection by the Holders of Securities to be registered thereunder, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by the Holders or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (including the Guarantors);

(ii) cause the Company’s and the Guarantors’ officers, directors and employees to supply all relevant information reasonably requested by the Holders or any such underwriter, attorney, accountant or agent in connection with any such Registration Statement as is customary for similar due diligence examinations; provided, however, that any information that is designated in writing by the Company or the Guarantors, in good faith, as confidential at the time of delivery of such information shall be kept confidential by the Holders or any such underwriter, attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality;

(iii) make such representations and warranties to the Holders of Securities registered thereunder and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement;

(iv) obtain opinions of counsel to the Company and the Guarantors and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing Underwriters, if any) addressed to each selling Holder and the underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters;

(v) obtain “cold comfort” letters and updates thereof from the independent registered public accounting firm of the Company (and, if necessary, any other independent registered public accounting firm of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each selling Holder of Securities registered thereunder and the underwriters, if any, in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with primary underwritten offerings; and

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(vi) deliver such documents and certificates as may be reasonably requested by the Majority Holders and the Managing Underwriters, if any, including those to evidence compliance with Section 4(k) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company and the Guarantors.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section shall be performed at (A) the effectiveness of such Registration Statement and each post-effective amendment thereto; and (B) each closing under any underwriting or similar agreement as and to the extent required thereunder.

(r) In the case of any Exchange Offer Registration Statement, the Company and the Guarantors shall:

(i) make reasonably available for inspection by the Initial Purchasers, and any attorney, accountant or other agent retained by the Initial Purchasers, all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (including the Guarantors);

(ii) cause the Company’s and the Guarantors’ officers, directors and employees to supply all relevant information reasonably requested by the Initial Purchasers or any such attorney, accountant or agent in connection with any such Registration Statement as is customary for similar due diligence examinations; provided, however, that any information that is designated in writing by the Company or the Guarantors, in good faith, as confidential at the time of delivery of such information shall be kept confidential by the Initial Purchasers or any such attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality;

(iii) make such representations and warranties to the Initial Purchasers, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement;

(iv) obtain opinions of counsel to the Company and the Guarantors and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Initial Purchasers and their counsel) addressed to the Initial Purchasers, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the Initial Purchasers or their counsel;

(v) obtain “cold comfort” letters and updates thereof from the independent registered public accounting firm of the Company (and, if necessary, any other independent registered public accounting firm of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to the Initial

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Purchasers, in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with primary underwritten offerings, or if requested by the Initial Purchasers or their counsel in lieu of a “cold comfort” letter, an agreed-upon procedures letter under Statement on Auditing Standards No. 35, covering matters requested by the Initial Purchasers or their counsel; and

(vi) deliver such documents and certificates as may be reasonably requested by the Initial Purchasers or their counsel, including those to evidence compliance with Section 4(k) and with conditions customarily contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this Section shall be performed at the close of the Exchange Offer and the effective date of any post-effective amendment to the Exchange Offer Registration Statement.

(s) If a Exchange Offer is to be consummated, upon delivery of the Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the New Securities, the Company shall mark, or caused to be marked, on the Securities so exchanged that such Securities are being canceled in exchange for the New Securities. In no event shall the Securities be marked as paid or otherwise satisfied.

(t) The Company and the Guarantors will use their respective best efforts (i) if the Securities have been rated prior to the initial sale of such Securities, to confirm such ratings will apply to the Securities or the New Securities, as the case may be, covered by a Registration Statement; or (ii) if the Securities were not previously rated, to cause the Securities covered by a Registration Statement to be rated with at least one nationally recognized statistical rating agency, if so requested by the Majority Holders with respect to the related Registration Statement or by any Managing Underwriters.

(u) In the event that any Broker-Dealer shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Rules of Fair Practice and the By-Laws of the National Association of Securities Dealers, Inc.) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such Broker-Dealer in complying with the requirements of such Rules and By-Laws, including, without limitation, by:

(i) if such Rules or By-Laws shall so require, engaging a “qualified independent underwriter” (as defined in such Rules) to participate in the preparation of the Registration Statement, to exercise usual standards of due diligence with respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities;

(ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6 hereof; and

(iii) providing such information to such Broker-Dealer as may be required in order for such Broker-Dealer to comply with the requirements of such Rules.

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The Company and the Guarantors shall use their respective best efforts to take all other steps necessary to effect the registration of the Securities or the New Securities, as the case may be, covered by a Registration Statement.

5. Registration Expenses. The Company and the Guarantors shall bear all expenses incurred in connection with the performance of their obligations under Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, will reimburse the Holders for the reasonable fees and disbursements of one firm or counsel designated by the Majority Holders to act as counsel for the Holders in connection therewith, and, in the case of any Exchange Offer Registration Statement, will reimburse the Initial Purchasers for the reasonable fees and disbursements of counsel acting in connection therewith.

6. Indemnification and Contribution. (a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold harmless each Holder of Securities or New Securities, as the case may be, covered by any Registration Statement (including each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer), the directors, officers, employees and agents of each such Holder and each Person who controls any such Holder within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or any other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company and the Guarantors will not be liable in any case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company or the Guarantors by or on behalf of any such Holder specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company and the Guarantors may otherwise have.

The Company and the Guarantors, jointly and severally, also agree to indemnify or contribute as provided in Section 6(d) to Losses of each underwriter of Securities or New Securities, as the case may be, registered under a Shelf Registration Statement, their directors, officers, employees or agents and each Person who controls such underwriter on substantially the same basis as that of the indemnification of the Initial Purchasers and the selling Holders provided in this Section 6(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 4(p) hereof.

(b) Each Holder of securities covered by a Registration Statement (including each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer) severally agrees to indemnify and hold harmless the Company

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and the Guarantors and each of their respective directors and officers who signs such Registration Statement and each Person who controls the Company and the Guarantors within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company and the Guarantors to each such Holder, but only with reference to written information relating to such Holder furnished to the Company by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

(c) Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party shall have a joint and several obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively “Losses”) to which

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such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Initial Placement and the Registration Statement which resulted in such Losses; provided, however, that in no case shall any Initial Purchaser or any subsequent Holder of any Security or New Security be responsible, in the aggregate, for any amount in excess of the purchase discount or commission applicable to such Security, or in the case of a New Security, applicable to the Security that was exchangeable into such New Security, as set forth on the cover page of the Final Memorandum, nor shall any underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the securities purchased by such underwriter under the Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company and the Guarantors shall be deemed to be equal to the sum of (x) the total net proceeds from the Initial Placement (before deducting expenses) of the 2009 Notes and the 2014 Notes as set forth on the cover page of the Final Memorandum and (y) the total amount of additional interest which the Company and the Guarantors were not required to pay as a result of registering the securities covered by the Registration Statement which resulted in such Losses. Benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions from the 2009 Notes and the 2014 Notes as set forth on the cover page of the Final Memorandum, and benefits received by any other Holders shall be deemed to be equal to the value of receiving Securities or New Securities, as applicable, registered under the Act. Benefits received by any underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties agree that it would not be just and equitable if contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each Person who controls a Holder within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of such Holder shall have the same rights to contribution as such Holder, and each Person who controls the Company or any Guarantor within the meaning of either the Act or the Exchange Act, each officer of the Company or any Guarantor who shall have signed the Registration Statement and each director of the Company or any Guarantor shall have the same rights to contribution as the Company or any Guarantor, subject in each case to the applicable terms and conditions of this paragraph (d).

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(e) The provisions of this Section will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder, the Company or any Guarantor or any of the officers, directors or controlling Persons referred to in this Section hereof, and will survive the sale by a Holder of securities covered by a Registration Statement.

7. Underwritten Registrations. (a) If any of the Securities or New Securities, as the case may be, covered by any Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriters shall be selected by the Majority Holders.

(b) No Person may participate in any underwritten offering pursuant to any Shelf Registration Statement, unless such Person (i) agrees to sell such Person’s Securities or New Securities, as the case may be, on the basis reasonably provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements; and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8. No Inconsistent Agreements. Neither the Company nor any Guarantor has, as of the date hereof, entered into, nor shall the Company or any Guarantor, on or after the date hereof, enter into, any agreement with respect to the Company’s securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof.

9. Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company and the Guarantors have obtained the written consent of the Majority Holders (or, after the consummation of any Exchange Offer in accordance with Section 2 hereof, the Holders of a majority in aggregate principal amount of New Securities); provided that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company and the Guarantors shall obtain the written consent of each such Initial Purchaser against which such amendment, qualification, supplement, waiver or consent is to be effective. Notwithstanding the foregoing (except the foregoing proviso), a waiver or consent to departure from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities or New Securities, as the case may be, are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by the Majority Holders, determined on the basis of Securities or New Securities, as the case may be, being sold rather than registered under such Registration Statement.

10. Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, telex, telecopier or air courier guaranteeing overnight delivery:

(a) if to a Holder, at the most current address given by such holder to the Company and the Guarantors in accordance with the provisions of this Section, which address initially is, with respect to each Holder, the address of such Holder maintained by the Registrar under the 2009 Indenture or the 2014 Indenture, as the case may be, with a copy in like manner to the Representatives of the Initial Purchasers;

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(b) if to you, initially at the respective addresses set forth in the Purchase Agreement; and

(c) if to the Company and the Guarantors, initially at their respective addresses set forth in the Purchase Agreement.

All such notices and communications shall be deemed to have been duly given when received.

The Initial Purchasers, the Company or the Guarantors by notice to the other parties may designate additional or different addresses for subsequent notices or communications.

11. Successors. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without the need for an express assignment or any consent by the Company or the Guarantors thereto, subsequent Holders of Securities and the New Securities. The Company and the Guarantors hereby agree to extend the benefits of this Agreement to any Holder of Securities and the New Securities, and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto.

12. Counterparts. This agreement may be in signed counterparts, each of which shall be an original and all of which together shall constitute one and the same agreement.

13. Headings. The headings used herein are for convenience only and shall not affect the construction hereof.

14. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.

15. Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

16. Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

17. Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed CT Corporation System (and any successor entity), as its authorized agent upon which process may be served in any suit or

19

proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the City of New York, New York or brought under federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding, and (iii) agrees that service of process upon CT Corporation System and written notice of said service to the Company shall be deemed in every respect effective service of process upon it in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law.

20

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Guarantors and the several Initial Purchasers.

Very truly yours,
AMVESCAP PLC
By:	/s/ James I. Robertson
	Name:	James I. Robertson
	Title:	Chief Financial Officer
A I M MANAGEMENT GROUP INC.
By:	/s/ Dawn M. Hawley
	Name:	Dawn M. Hawley
	Title:	Senior Vice President and Chief Financial Officer
A I M ADVISORS, INC.
By:	/s/ Dawn M. Hawley
	Name:	Dawn M. Hawley
	Title:	Senior Vice President and Chief Financial Officer
INVESCO INSTITUTIONAL (N.A.), INC.
By:	/s/ David Hartley
	Name:	David Hartley
	Title:	Chief Financial Officer
INVESCO NORTH AMERICAN HOLDINGS, INC.
By:	/s/ James I. Robertson
	Name:	James I. Robertson
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

21

The foregoing Agreement is hereby confirmed and

accepted as of the date first above written.

Citigroup Global Markets Inc.

J.P. Morgan Securities Inc.

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Banc of America Securities LLC

HSBC Securities (USA) Inc.

Deutsche Bank Securities Inc.

UBS Securities LLC

Wachovia Capital Markets, LLC

By: Citigroup Global Markets Inc.

By:	/s/ Carrie A. Wisowaty
	Name:	Carrie A. Wisowaty
	Title:	Vice President

For themselves and the other several Initial

Purchasers named in Schedule I to the Purchase

Agreement.

22

ANNEX A

Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company and the Guarantors have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.”

23

ANNEX B

Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution.”

24

ANNEX C

PLAN OF DISTRIBUTION

Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company and the Guarantors have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until                     , 200    , all dealers effecting transactions in the New Securities may be required to deliver a prospectus.

The Company and the Guarantors will not receive any proceeds from any sale of New Securities by Broker-Dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that sells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit from any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of one year after the Expiration Date, the Company and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company and the Guarantors have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act.

25

ANNEX D

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

26

EX-5.1

Exhibit 5.1

[ALSTON & BIRD LLP LETTERHEAD]

January 7, 2005

AMVESCAP PLC

1315 Peachtree Street, N.E.

Suite 500

Atlanta, Georgia 30309

Re: Registration Statement on Form F-4

Ladies and Gentlemen:

We are acting as United States counsel to AMVESCAP PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), and A I M Management Group Inc., a Delaware corporation, A I M Advisors, Inc., a Delaware corporation, INVESCO Institutional (N.A.), Inc., a Delaware corporation, and INVESCO North American Holdings, Inc., a Delaware corporation (collectively, the “Guarantors”), in connection with the filing of the above-referenced Registration Statement (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the proposed issuance, in exchange (the “Exchange Offer”) for up to $300 million principal amount of the Company’s outstanding unregistered 4.500% Senior Notes Due 2009 (the “Old 2009 Notes”) and up to $200 million principal amount of the Company’s outstanding unregistered 5.375% Senior Notes Due 2014 (the “Old 2014 Notes” and together with the Old 2009 Notes, the “Old Notes”), of a like principal amount of the Company’s 4.500% Senior Notes Due 2009 (the “New 2009 Notes”) and a like principal amount of the Company’s 5.375% Senior Notes Due 2014, respectively (the “New 2014 Notes” and together with the New 2009 Notes, the “New Notes”), that will be registered under the Securities Act. The Old Notes were, and the New Notes will be, issued under two Indentures, each dated as of December 14, 2004 (the “Indentures”) between the Company, the Guarantors and SunTrust Bank, as Trustee (the “Trustee”). This opinion letter is rendered pursuant to Item 21 of Form F-4 and Item 601(b)(5) of the Commission’s Regulation S-K.

We have examined the Indentures, the Old Notes, including the guarantee of each of the Guarantors set forth therein, the proposed form of the New Notes, including the guarantee of each of the Guarantors set forth therein, and the Registration Statement. We also have examined originals, or copies certified or otherwise identified to our satisfaction, of such other documents, records, certificates and instruments (collectively, the “Ancillary Documents”) as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. In rendering such opinions, we have relied as to factual matters upon the representations, warranties and other statements made in the Indentures and the Ancillary Documents.

January 7, 2005

Page 2

In rendering our opinions set forth below, we have assumed, without any independent verification, (i) the genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to the original documents of all documents submitted to us as conformed, telefacsimile, photostatic or electronic copies, (v) that the form of the New Notes, including the guarantee of each of the Guarantors set forth therein, will conform to that included in the Indentures, (vi) the due authorization, execution and delivery of the Indentures and the New Notes, including the guarantee of each of the Guarantors set forth therein, by each of the parties thereto under the laws of their respective jurisdictions of incorporation or organization, (vii) that all parties to the documents examined by us have full power and authority under the laws of their respective jurisdictions of incorporation or organization to execute, deliver and perform their obligations under such documents and under the other documents required or permitted to be delivered and performed thereunder, and (viii) that the Indentures have been duly qualified under the Trust Indenture Act of 1939, as amended.

Based on the foregoing, it is our opinion that:

1.    each of the Indentures is a legal, valid and binding obligation of the Company and the Guarantors enforceable against the Company and the Guarantors in accordance with its terms, subject to (a) applicable bankruptcy, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors’ rights and remedies generally, (b) general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law, and (c) concepts of good and fair dealing, materiality and reasonableness; and

2.    upon due execution of the New Notes, including the guarantee of each of the Guarantors set forth therein, by the Company and the Guarantors, due authentication thereof by the Trustee in accordance with the Indentures and issuance and delivery thereof in exchange for Old Notes of equal principal amount as contemplated by the Registration Statement, the New Notes, including the guarantee of each of the Guarantors set forth therein, will be validly issued and will constitute legal, valid and binding obligations of the Company and the Guarantors entitled to the benefits of the Indentures and enforceable against the Company and the Guarantors in accordance with their terms, subject to (a) applicable bankruptcy, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors’ rights and remedies generally, (b) general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law, and (c) concepts of good and fair dealing, materiality and reasonableness.

Our opinions set forth above are limited to the laws of the State of New York, and we do not express any opinion herein concerning any other laws. Insofar as the laws of England, and the laws of Delaware relate to our opinions above, we have relied, without any independent investigation, solely on the respective opinions of Linklaters, English counsel to the Company and Erick R. Holt, Esq., General Counsel of the Company, filed as exhibits to the Registration Statement.

January 7, 2005

Page 3

This opinion letter is provided to the Company for its use solely in connection with the transactions contemplated by the Registration Statement and may not be used, circulated, quoted or otherwise relied upon by any other person or for any other purpose without our express written consent, except that the Company may file a copy of this opinion letter with the Commission as an exhibit to the Registration Statement. The only opinions rendered by us consist of those matters set forth in the fourth paragraph hereof, and no opinion may be implied or inferred beyond the opinions expressly stated. Our opinions expressed herein are as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinions expressed herein.

We consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the Prospectus constituting a part thereof. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

ALSTON & BIRD LLP
By:	/s/ Mark F. McElreath
	Mark F. McElreath, Partner

EX-5.2

Exhibit 5.2

7 January 2005

To: AMVESCAP PLC 30 Finsbury Square London EC2A 1AG United Kingdom

Dear Sirs

AMVESCAP PLC (the “Company”)

Offer to Exchange US$300,000,000 of its 4.500% Senior Notes due 2009 Registered under the Securities Act (“New 2009 Notes”) for US$300,000,000 of its Outstanding Unregistered 4.500% Senior Notes due 2009 (“Old 2009 Notes”)

Offer to Exchange US$200,000,000 of its 5.375% Senior Notes due 2014 Registered under the Securities Act (together with the New 2009 Notes, the “New Notes”) for US$200,000,000 of its Outstanding Unregistered 5.375% Senior Notes, due 2014 (together with the Old 2009 Notes, the “Old Notes”)

(together, the “Exchange Offers”)

1 We have acted as English legal advisers to the Company in relation to the Exchange Offers and have taken instructions solely from the Company.

2 Terms defined in the Registration Statement (as defined below) have the same meanings when used in this opinion, unless otherwise defined in this opinion.

3 This opinion is limited to English law as applied by the English courts and is given on the basis that it will be governed by and construed in accordance with English law.

4 For the purposes of this opinion, we have examined copies of the following documents:

4.1 copy of the registration statement on Form F-4 which includes the prospectus to be mailed to holders of the Old Notes and which we understand will be filed in respect of the Exchange Offer on or around 7 January 2005 (the “Registration Statement”);

4.2 a certified extract from the minutes of a meeting of the board of directors of the Company held on 1 December 2004 and the written consent of a committee of the board of directors of the Company dated 8 December 2004;

4.3 the indentures governing the notes, in each case dated 14 December 2004 between the Company, each of the Guarantors named therein and SunTrust Bank (the “Indentures”);

4.4 a certificate from the Company Secretary confirming that the certified copies of the Memorandum and Articles of Association of the Company delivered to us on 14 December 2004 are the current memorandum and articles of association of the Company, they have not been amended and they remain in full force and effect.

1

5 On 6 January 2005 we carried out a search at the Companies Registry for England and Wales in respect of the Company which did not reveal the existence of any order or resolution to wind up the Company or of the appointment of any receiver or administrator, but we have not conducted any further search since such date. It should be noted that notice of a winding-up or administration order made or a winding-up resolution passed may not be filed at the Company Registry immediately.

6 Except as stated above, we have not examined any agreements, deeds, instruments or other documents entered into by or affecting the Company or any corporate records of the Company and we have not made (a) any search at the Companies Court or any other court in the United Kingdom in respect of winding-up or similar petitions or (b) any other enquiries concerning the Company.

7 In giving this opinion, we have assumed:

7.1 the accuracy of all certificates and documents delivered to us and the genuineness of all signatures;

7.2 the authenticity and completeness of any documents examined by us as originals;

7.3 the conformity to original documents of all documents examined by us as copies and the authenticity and completeness of all such documents;

7.4 that the Indentures (i) are within the capacity and powers of, and have been validly authorised, executed and delivered by, all parties thereto (other than the Company, to the extent English law governs the same) and (ii) are legally valid and binding and enforceable against all parties thereto, including the Company, under New York law (the governing law of the Indenture);

7.5 that the certificates and other documents dated the date hereof or dated earlier than the date hereof and on which we have expressed reliance remain accurate and have not been amended and that there are no additional matters which would have been disclosed by company searches at the Companies Registration office referred to above since the carrying out of the searches referred to above and that the particulars disclosed by our company searches are true, complete and up-to-date;

7.6 that the Company has not passed a voluntary winding-up resolution and that no petition has been presented to or order made by a court for the winding-up or dissolution of the Company or the appointment of an administrator of the Company and that no receiver or administrator has been appointed in respect of the Company or any of its assets which in any such case has not been revealed by the company searches referred to above;

7.7 that there have been no amendments to the Memorandum or Articles of Association of the Company as compared to the form certified as being in force as at 14 December 2004;

7.8 that the resolutions of the board of directors of the Company or, as the case may be, a committee of directors of the Company, certified as being true and accurate were duly passed at a properly convened meeting of duly appointed directors of the Company and that a duly qualified quorum of such directors was present throughout the meeting and voted in favour of approving the resolutions, that any provisions contained in the Companies Act 1985 or the Articles of Association of

2

the Company relating to the declaration of directors’ interests or the power of interested directors to vote were duly observed and that such resolutions have not been amended or rescinded and are in full force and effect;

7.9 the accuracy of all representations as to factual matters made in the Registration Statement by the Company; and

7.10 that the Exchange Offer would not constitute financial assistance for the purposes of section 151 of the Companies Act 1985.

8 Based upon the foregoing and subject to any matters not disclosed to us, and subject to the qualifications set out below, we are of the opinion that at the date hereof:

8.1 The Company is duly incorporated and is validly existing as a public limited company under the laws of England.

8.2 The entry into of the Indentures has been duly authorised by the Company and, in so far as English law governs the execution and delivery thereof, the Indentures have been duly executed and delivered by the Company.

9 This opinion is subject to the following qualifications:

9.1 An English company only has authority to carry on those businesses specified in the objects clause of its Memorandum of Association.

9.2 We have not been responsible for investigating or verifying the accuracy of the facts, including statements of foreign law, or the reasonableness of any statements of opinion, contained in the Registration Statement or that no material facts have been omitted from the Registration Statement.

9.3 No opinion is given by us (nor has the same been requested) as to matters of fact upon which the opinions in this letter are based.

10 This opinion is given for the sole benefit of the person to whom it is addressed and may only be relied upon by them in connection with the Exchange Offers and is not to be relied upon by or communicated to any other person or for any other purpose, nor is it to be quoted or made public in any way without our prior written consent. You may, however, provide a copy to Alston & Bird LLP solely for the purpose of their giving their opinion and subject to the same restrictions.

We consent to the use of our name under the headings “Enforceability of Civil Liabilities” and “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereto admit that we are within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

Yours faithfully

/s/ Linklaters

Linklaters

3

EX-5.3

Exhibit 5.3

[Letterhead of AMVESCAP PLC]

January 10, 2005

AMVESCAP PLC

1315 Peachtree Street, N.E.

Suite 500

Atlanta, Georgia 30309

RE: Registration Statement on Form F-4

Ladies and Gentlemen:

I am the General Counsel of AMVESCAP PLC, a public limited company incorporated under the laws of England and Wales (the “Company”). The Company is the direct or indirect parent of A I M Management Group Inc., a Delaware corporation, A I M Advisors, Inc., a Delaware corporation, INVESCO Institutional (N.A.), Inc., a Delaware corporation, and INVESCO North American Holdings, Inc., a Delaware corporation (collectively, the “Guarantors”). In this capacity, I have advised the Company and the Guarantors in connection with the filing of the above-referenced Registration Statement (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the proposed issuance, in exchange (the “Exchange Offer”) for up to $300 million principal amount of the Company’s outstanding unregistered 4.500% Senior Notes Due 2009 (the “Old 2009 Notes”) and up to $200 million principal amount of the Company’s outstanding unregistered 5.375% Senior Notes Due 2014 (the “Old 2014 Notes” and together with the Old 2009 Notes, the “Old Notes”), of a like principal amount of the Company’s 4.500% Senior Notes Due 2009 (the “New 2009 Notes”) and a like principal amount of the Company’s 5.375% Senior Notes Due 2014, respectively (the “New 2014 Notes” and together with the New 2009 Notes, the “New Notes”), that will be registered under the Securities Act. The Old Notes were, and the New Notes will be, issued under two Indentures, each dated as of December 14, 2004 (the “Indentures”) among the Company, the Guarantors and SunTrust Bank, as Trustee (the “Trustee”). This opinion letter is rendered pursuant to Item 21 of Form F-4 and Item 601(b)(5) of the Commission’s Regulation S-K.

I have examined the Indentures, the form of the Old Notes, including the guarantee of each of the Guarantors set forth therein, the proposed form of the New Notes, including the guarantee of each of the Guarantors set forth therein, and the Registration Statement. I also have examined originals, or copies certified or otherwise identified to my satisfaction, of such other documents, records, certificates and

January 10, 2005

Page 2

instruments (collectively, the “Ancillary Documents”) as in my judgment are necessary or appropriate to enable me to render the opinions expressed below. In rendering such opinions, I have relied as to factual matters upon the representations, warranties and other statements made in the Indentures and the Ancillary Documents.

In my examination, I have assumed, without any independent verification, (i) the genuineness of all signatures (other than signatures of representatives of the Company and the Guarantors), (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to me as originals, (iv) the conformity to the original documents of all documents submitted to me as conformed, telefacsimile or photostatic copies, and (v) that the Indentures have been duly qualified under the Trust Indenture Act of 1939, as amended.

Based upon the foregoing, and subject to the other exceptions, qualifications, limitations and assumptions herein set forth, I am of the opinion that:

1. assuming that the Company has duly authorized the execution, delivery and performance of the Indentures under English law, the Indentures have been duly executed and delivered by the Company (to the extent that such execution and delivery is governed by the Delaware General Corporation Law); and

2. the Indentures have been duly authorized, executed and delivered by the Guarantors.

My opinions set forth above are limited to the Delaware General Corporation Law, and I do not express any opinion herein concerning any other laws. Insofar as the laws of England relate to my opinions above, I have relied, with your approval but without any independent investigation, solely on the opinion, dated this date, of Linklaters, English counsel to the Company, filed as an exhibit to the Registration Statement. In connection with certain related legal matters under New York law, I understand that you have received the opinion, dated this date, of Alston & Bird LLP, United States counsel to the Company, filed as an exhibit to the Registration Statement.

This opinion letter is provided to you for your use solely in connection with the transactions contemplated by the Registration Statement and may not be used, circulated, quoted or otherwise relied upon by any other person or for any other purpose without my express written consent, except that (a) Alston & Bird LLP may rely on this opinion letter in connection with its opinion described in the immediately preceding paragraph, and (b) you may file a copy of this opinion letter with the Commission as an exhibit to the Registration Statement. The only opinions rendered by me consist of those matters set forth in the fourth paragraph hereof, and no opinion may be implied or inferred beyond those expressly stated. The opinions and statements of belief expressed herein are as of the date hereof, and I undertake no obligation to advise you of any changes in applicable law or any other matters that may come to my attention after the date hereof that may affect the opinions and statements of belief expressed herein.

January 10, 2005

Page 3

I consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of my name under the heading “Legal Matters” in the Prospectus constituting a part thereof. In giving such consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Erick R. Holt

Erick R. Holt

EX-12

Exhibit 12

AMVESCAP PLC
Ratios of Earnings to Fixed Charges
GBP (£ thousands)
US GAAP
	9/30/2004		12/31/2003	12/31/2002	12/31/2001	12/31/2000	12/31/1999
Profit before taxation	(53,975	)	177,532	252,437	246,395	383,540	204,622
Fixed Charges	37,846		60,274	65,537	67,260	61,326	52,576
Earnings	(16,129	)	237,806	317,974	313,655	444,867	257,197
Portion of rent expense representing interest	7,948		12,005	12,979	11,379	9,723	7,849
Interest expense	29,898		48,270	52,558	55,881	51,604	44,726
Fixed charges	37,846		60,275	65,537	67,260	61,326	52,576
Ratio of earnings/fixed charges	(0.43	)	3.95	4.85	4.66	7.25	4.89
UK GAAP
	9/30/2004		12/31/2003	12/31/2002	12/31/2001	12/31/2000	12/31/1999
Profit before taxation	(159,326	)	36,395	102,266	280,438	446,233	283,042
Fixed Charges	37,846		60,274	65,537	67,260	61,326	52,576
Earnings	(121,480	)	96,669	167,803	347,698	507,560	335,617
Portion of rent expense representing interest	7,948		12,005	12,979	11,379	9,723	7,849
Interest expense	29,898		48,270	52,558	55,881	51,604	44,726
Fixed charges	37,846		60,275	65,537	67,260	61,326	52,576
Ratio of earnings/fixed charges	(3.21	)	1.60	2.56	5.17	8.28	6.38

EX-21

Exhibit 21

Subsidiaries of AMVESCAP PLC

Entity	Jurisdiction
A I M Advisors, Inc.	United States—Delaware
A I M Funds Management, Inc.	Canada
A I M Management Group Inc.	United States—Delaware
AIM Canada Holdings Inc.	Canada
AMVESCAP Group Services, Inc.	United States—Delaware
AMVESCAP Inc.	Canada
AVZ Callco Inc.	Canada
AVZ Inc.	United States—Delaware
INVESCO Fund Managers Limited	England
INVESCO Global Asset Management (N.A.), Inc.	United States—Delaware
INVESCO Institutional (N.A.), Inc.	United States—Delaware
INVESCO International Holdings Limited	England
INVESCO North American Holdings, Inc.	United States—Delaware
INVESCO Pensions Limited	England
INVESCO U.K. Limited	England

EX-23.4

Exhibit 23.4

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form F-4) and related Prospectus of AMVESCAP PLC for the registration of $300,000,000 of Senior Notes Due 2009 and $200,000,000 of Senior Notes Due 2014 and to the incorporation by reference therein of our report dated February 27, 2004 with respect to the consolidated financial statements of AMVESCAP PLC included in its Annual Report (Form 20-F) for the year ended December 31, 2003, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

January 7, 2005

London, England

EX-25.1

Exhibit 25.1

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE

TRUST INDENTURE ACT OF 1939 OF A CORPORATION

DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE

PURSUANT TO SECTION 305(b)(2)

SUNTRUST BANK

(Exact name of trustee as specified in its charter)

303 Peachtree Street, N.E. 30th Floor Atlanta, Georgia	30308	58-0466330
(Address of principal executive offices)	(Zip Code)	(I.R.S. employer identification number)

JACK ELLERIN

SunTrust Bank

25 Park Place, N.E.

24^th Floor

Atlanta, Georgia 30303-2900

404-588-7296

(Name, address and telephone number of agent for service)

AMVESCAP PLC

(Exact name of registrant as specified in its charter)

England and Wales	Not Applicable
(State or other jurisdiction of incorporation or organization)	(IRS employer identification no.)
30 Finsbury Square London	EC 2A 1AG United Kingdom
	(Zip Code)

4.500% Senior Notes due 2009

(Title of the indenture securities)

1. General information.

Furnish the following information as to the trustee—

Name and address of each examining or supervising authority to which it is subject.

Department of Banking and Finance,

State of Georgia

2990 Brandywine Road, Suite 200

Atlanta, Georgia 30341-5565

Federal Reserve Bank of Atlanta

1000 Peachtree Street, N.E.

Atlanta, Georgia 30309-4470

Federal Deposit Insurance Corporation

550 17^th Street, N.W.

Washington, D.C. 20429-9990

Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

3-12. No responses are included for Items 3 through and including 12. Responses to those Items are not required because, as provided in General Instruction B and as set forth in Item 13(b) below, the Obligor is not in default with respect to any securities issued pursuant to any indenture under which SunTrust Bank is trustee.

13. Defaults by the Obligor.

(a) State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default.

There is not and has not been any default under this indenture

(b) If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is a trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default.

There has not been any such default.

14-15.  No responses are included for Items 14 and 15. Responses to those Items are not required because, as provided in General Instruction B and as set forth in Item 13(b) above, the Obligor is not in default with respect to any securities issued pursuant to any indenture under which SunTrust Bank is trustee.

16. List of Exhibits.

List below all exhibits filed as a part of this statement of eligibility; exhibits identified in parentheses are filed with the Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended, and Rule 24 of the Commission’s Rules of Practice.

(1) A copy of the Articles of Amendment and Restated Articles of Incorporation of the trustee as now in effect (Exhibit 1 to Form T-1, Registration No. 333-104621 filed by AMVESCAP PLC).

(2) A copy of the certificate of authority of the trustee to commence business (Exhibit 2 to Form T-1, Registration No. 333-32106 filed by Sabre Holdings Corporation).

(3) A copy of the authorization of the trustee to exercise corporate trust powers (Exhibits 2 and 3 to Form T-1, Registration No. 333-32106 filed by Sabre Holdings Corporation).

(4) A copy of the existing by-laws of the trustee (as amended and restated August 13, 2002) (Exhibit 4 to Form T-1, Registration No. 333-104621 filed by AMVESCAP PLC).

(5) Not applicable.

(6) The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939.

(7) A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority as of the close of business on September 30, 2004.

(8) Not applicable.

(9) Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, SunTrust Bank, a banking corporation organized and existing under the laws of the State of Georgia, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta and the State of Georgia, on the 10 day of January, 2005.

SUNTRUST BANK
By:	/s/ Jack Ellerin
	Jack Ellerin
	Vice President

EXHIBIT 6 TO FORM T-1

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939 in connection with the proposed issuance of 4.500% Senior Notes due 2009 of AMVESCAP PLC, SunTrust Bank hereby consents that reports of examinations by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

SUNTRUST BANK
By:	/s/ Jack Ellerin
	Jack Ellerin
	Vice President

EXHIBIT 7 TO FORM T-1

REPORT OF CONDITION

(ATTACHED)

SUNTRUST BANK	FFIEC 031
Legal Title of Bank	RC-1
ATLANTA		12
City
GA                                                                         30302
State                                                                     Zip Code

FDIC Certificate Number - 00867

Consolidated Report of Condition for Insured Commercial

and State-Chartered Savings Banks for September 30, 2004

All schedules are to be reported in thousands of dollars. Unless otherwise indicated,

report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

Dollar Amounts in Thousands	RCFD	Bil | Mil | Thou
ASSETS
1.     Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1)	0081	3,647,232	1.a
b. Interest-bearing balances (2)	0071	23,191	1.b
2.     Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)	1754	0	2.a
b. Available-for-sale securities (from Schedule RC-B, column D)	1773	22,069,096	2.b
3.     Federal funds sold and securities purchased under agreements to resell:	RCON
a. Federal funds sold in domestic offices	B987	397,175	3.a
	RCFD
b. Securities purchased under agreements to resell (3)	B989	3,728,753	3.b
4.     Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale	5369	4,602,916	4.a
b. Loans and leases, net of unearned income	B528	84,567,508	4.b
c. LESS: Allowance for loan and lease losses	3123	887,706	4.c
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)	B529	83,679,802	4.d
5.     Trading assets (from Schedule RC-D)	3545	1,203,501	5
6.     Premises and fixed assets (including capitalized leases)	2145	1,385,939	6
7.     Other real estate owned (from Schedule RC-M)	2150	15,593	7
8.     Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)	2130	0	8
9.     Customers’ liability to this bank on acceptances outstanding	2155	12,465	9
10.   Intangible assets:
a. Goodwill	3163	886,405	10.a
b. Other intangible assets (from Schedule RC-M)	0426	617,641	10.b
11.  Other assets (from Schedule RC-F)	2160	4,019,085	11
12.  Total assets (sum of items 1 through 11)	2170	126,288,794	12

(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.

(3) Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

SUNTRUST BANK	FFIEC 031
Legal Title of Bank	RC-2
		13

FDIC Certificate Number - 00867

Schedule RC—Continued

	Dollar Amounts in Thousands		RCFD	Bil | Mil | Thou
LIABILITIES
13.     Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E			RCON
part I)			2200	78,538,237	13.a
(1) Noninterest-bearing (1)	6631	11,287,963			13.a.1
(2) Interest-bearing	6636	67,250,274			13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs			RCFN
(from Schedule RC-E, part II)			2200	6,926,225	13.b
(1) Noninterest-bearing	6631	0			13.b.1
(2) Interest-bearing	6636	6,926,225			13.b.2
14.    Federal funds purchased and securities sold under agreements to repurchase:			RCON
a. Federal funds purchased in domestic offices (2)			B993	3,283,337	14.a
			RCFD
b. Securities sold under agreements to repurchase (3)			B995	8,189,814	14.b
15.    Trading liabilities (from Schedule RC-D)			3548	806,764	15
16.    Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)			3190	13,070,602	16
17.    Not applicable
18.    Bank’s liability on acceptances executed and outstanding			2920	12,465	18
19.    Subordinated notes and debentures(4)			3200	2,149,421	19
20.    Other liabilities (from Schedule RC-G)			2930	2,608,898	20
21.    Total liabilities (sum of items 13 through 20)			2948	115,585,763	21
22.    Minority interest in consolidated subsidiaries			3000	967,600	22
EQUITY CAPITAL
23.    Perpetual preferred stock and related surplus			3838	0	23
24.    Common stock			3230	21,600	24
25.    Surplus (exclude all surplus related to preferred stock)			3839	3,245,229	25
26.     a. Retained earnings			3632	5,755,540	26.a
b. Accumulated other comprehensive income (5)			B530	713,062	26.b
27.    Other equity capital components (6)			A130	0	27
28.    Total equity capital (sum of items 23 through 27)			3210	9,735,431	28
29.    Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)			3300	126,288,794	29

Memorandum

To be reported only with the March Report of Condition.

1.      Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by	RCFD	Number
independent external auditors as of any date during 2003	6724	N/A	M. 1

1 =    Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank	4 =     Director’s examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)
2 =    Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 =    Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm	5 =     Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority) 6 =    Review of the bank’s financial statements by external auditors 7 =     Compilation of the bank’s financial statements by external auditors
	8 =    Other audit procedures (excluding tax preparation work) 9 =    No external audit work

(1) Includes total demand deposits and noninterest-bearing time and savings deposits.

(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “other borrowed money.”

(3) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

(4) Includes limited-life preferred stock and related surplus.

(5) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.

(6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.

EX-25.2

Exhibit 25.2

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE

TRUST INDENTURE ACT OF 1939 OF A CORPORATION

DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE

PURSUANT TO SECTION 305(b)(2)

SUNTRUST BANK

(Exact name of trustee as specified in its charter)

303 Peachtree Street, N.E. 30th Floor Atlanta, Georgia	30308	58-0466330
(Address of principal executive offices)	(Zip Code)	(I.R.S. employer identification number)

JACK ELLERIN

SunTrust Bank

25 Park Place, N.E.

24^th Floor

Atlanta, Georgia 30303-2900

404-588-7296

(Name, address and telephone number of agent for service)

AMVESCAP PLC

(Exact name of registrant as specified in its charter)

England and Wales	Not Applicable
(State or other jurisdiction of incorporation or organization)	(IRS employer identification no.)
30 Finsbury Square London	EC 2A 1AG United Kingdom
	(Zip Code)

5.375% Senior Notes due 2014

(Title of the indenture securities)

1. General information.

Furnish the following information as to the trustee—

Name and address of each examining or supervising authority to which it is subject.

Department of Banking and Finance,

State of Georgia

2990 Brandywine Road, Suite 200

Atlanta, Georgia 30341-5565

Federal Reserve Bank of Atlanta

1000 Peachtree Street, N.E.

Atlanta, Georgia 30309-4470

Federal Deposit Insurance Corporation

550 17^th Street, N.W.

Washington, D.C. 20429-9990

Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

3-12. No responses are included for Items 3 through and including 12. Responses to those Items are not required because, as provided in General Instruction B and as set forth in Item 13(b) below, the Obligor is not in default with respect to any securities issued pursuant to any indenture under which SunTrust Bank is trustee.

13. Defaults by the Obligor.

(a) State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default.

There is not and has not been any default under this indenture

(b) If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is a trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default.

There has not been any such default.

14-15. No responses are included for Items 14 and 15. Responses to those Items are not required because, as provided in General Instruction B and as set forth in Item 13(b) above, the Obligor is not in default with respect to any securities issued pursuant to any indenture under which SunTrust Bank is trustee.

16. List of Exhibits.

List below all exhibits filed as a part of this statement of eligibility; exhibits identified in parentheses are filed with the Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended, and Rule 24 of the Commission’s Rules of Practice.

(1) A copy of the Articles of Amendment and Restated Articles of Incorporation of the trustee as now in effect (Exhibit 1 to Form T-1, Registration No. 333-104621 filed by AMVESCAP PLC).

(2) A copy of the certificate of authority of the trustee to commence business (Exhibit 2 to Form T-1, Registration No. 333-32106 filed by Sabre Holdings Corporation).

(3) A copy of the authorization of the trustee to exercise corporate trust powers (Exhibits 2 and 3 to Form T-1, Registration No. 333-32106 filed by Sabre Holdings Corporation).

(4) A copy of the existing by-laws of the trustee (as amended and restated August 13, 2002) (Exhibit 4 to Form T-1, Registration No. 333-104621 filed by AMVESCAP PLC).

(5) Not applicable.

(6) The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939.

(7) A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority as of the close of business on September 30, 2004.

(8) Not applicable.

(9) Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, SunTrust Bank, a banking corporation organized and existing under the laws of the State of Georgia, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta and the State of Georgia, on the 10 day of January, 2005.

SUNTRUST BANK
By:	/s/ Jack Ellerin
	Jack Ellerin
	Vice President

EXHIBIT 6 TO FORM T-1

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939 in connection with the proposed issuance of 5.375% Senior Notes due 2014 of AMVESCAP PLC, SunTrust Bank hereby consents that reports of examinations by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

SUNTRUST BANK
By:	/s/ Jack Ellerin
	Jack Ellerin
	Vice President

EXHIBIT 7 TO FORM T-1

REPORT OF CONDITION

(ATTACHED)

SUNTRUST BANK	FFIEC 031
Legal Title of Bank	RC-1
ATLANTA		12
City
GA                                                                         30302
State                                                                     Zip Code

FDIC Certificate Number - 00867

Consolidated Report of Condition for Insured Commercial

and State-Chartered Savings Banks for September 30, 2004

All schedules are to be reported in thousands of dollars. Unless otherwise indicated,

report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

	Dollar Amounts in Thousands		RCFD	Bil | Mil | Thou
ASSETS
1.     Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1)			0081	3,647,232	1.a
b. Interest-bearing balances (2)			0071	23,191	1.b
2.     Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)			1754	0	2.a
b. Available-for-sale securities (from Schedule RC-B, column D)			1773	22,069,096	2.b
3.     Federal funds sold and securities purchased under agreements to resell:			RCON
a. Federal funds sold in domestic offices			B987	397,175	3.a
			RCFD
b. Securities purchased under agreements to resell (3)			B989	3,728,753	3.b
4.     Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale			5369	4,602,916	4.a
b. Loans and leases, net of unearned income	B528	84,567,508			4.b
c. LESS: Allowance for loan and lease losses	3123	887,706			4.c
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)			B529	83,679,802	4.d
5.     Trading assets (from Schedule RC-D)			3545	1,203,501	5
6.     Premises and fixed assets (including capitalized leases)			2145	1,385,939	6
7.     Other real estate owned (from Schedule RC-M)			2150	15,593	7
8.     Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)			2130	0	8
9.     Customers’ liability to this bank on acceptances outstanding			2155	12,465	9
10.   Intangible assets:
a. Goodwill			3163	886,405	10.a
b. Other intangible assets (from Schedule RC-M)			0426	617,641	10.b
11.   Other assets (from Schedule RC-F)			2160	4,019,085	11
12.   Total assets (sum of items 1 through 11)			2170	126,288,794	12

(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.

(3) Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

SUNTRUST BANK	FFIEC 031
Legal Title of Bank	RC-2
		13

FDIC Certificate Number - 00867

Schedule RC—Continued

	Dollar Amounts in Thousands		RCFD	Bil | Mil | Thou
LIABILITIES
13.   Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E			RCON
part I)			2200	78,538,237	13.a
(1) Noninterest-bearing (1)	6631	11,287,963			13.a.1
(2) Interest-bearing	6636	67,250,274			13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs			RCFN
(from Schedule RC-E, part II)			2200	6,926,225	13.b
(1) Noninterest-bearing	6631	0			13.b.1
(2) Interest-bearing	6636	6,926,225			13.b.2
14.   Federal funds purchased and securities sold under agreements to repurchase:			RCON
a. Federal funds purchased in domestic offices (2)			B993	3,283,337	14.a
			RCFD
b. Securities sold under agreements to repurchase (3)			B995	8,189,814	14.b
15.   Trading liabilities (from Schedule RC-D)			3548	806,764	15
16.   Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)			3190	13,070,602	16
17.   Not applicable
18.   Bank’s liability on acceptances executed and outstanding			2920	12,465	18
19.   Subordinated notes and debentures(4)			3200	2,149,421	19
20.   Other liabilities (from Schedule RC-G)			2930	2,608,898	20
21.   Total liabilities (sum of items 13 through 20)			2948	115,585,763	21
22.   Minority interest in consolidated subsidiaries			3000	967,600	22
EQUITY CAPITAL
23.   Perpetual preferred stock and related surplus			3838	0	23
24.   Common stock			3230	21,600	24
25.   Surplus (exclude all surplus related to preferred stock)			3839	3,245,229	25
26.   a. Retained earnings			3632	5,755,540	26.a
b. Accumulated other comprehensive income (5)			B530	713,062	26.b
27.   Other equity capital components (6)			A130	0	27
28.   Total equity capital (sum of items 23 through 27)			3210	9,735,431	28
29.   Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)			3300	126,288,794	29

Memorandum

To be reported only with the March Report of Condition.

1.      Indicate in the box at the right the number of the statement below that best          describes the most comprehensive level of auditing work performed for the bank by	RCFD	Number
independent external auditors as of any date during 2003	6724	N/A	M. 1

1 =    Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 =    Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 =    Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm 4 =    Director’s examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 5 =    Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority) 6 =    Review of the bank’s financial statements by external auditors 7 =    Compilation of the bank’s financial statements by external auditors 8 =    Other audit procedures (excluding tax preparation work) 9 =    No external audit work

(1) Includes total demand deposits and noninterest-bearing time and savings deposits.

(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “other borrowed money.”

(3) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

(4) Includes limited-life preferred stock and related surplus.

(5) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.

(6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.

EX-99.1

Exhibit 99.1

AMVESCAP PLC

LETTER OF TRANSMITTAL

For Tender of All

Outstanding 4.500% Senior Notes Due 2009

for Registered 4.500% Senior Notes Due 2009

Pursuant to the Prospectus Dated                     , 2005

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2005, UNLESS EXTENDED, THE EXPIRATION DATE. TENDERS MAY BE WITHDRAWN PRIOR

TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ THE ATTACHED INSTRUCTIONS CAREFULLY

If you want to accept the exchange offer, this letter of transmittal must be completed, signed and timely submitted to SunTrust Bank, the exchange agent, as follows:

By Mail or Hand Delivery:	SunTrust Bank Corporate Trust Department 25 Park Place, 24th Floor Atlanta, Georgia 30303-2900 Attn.: Jack Ellerin
Facsimile Transmission:	(404) 588-7335
Confirm by Telephone:	(404) 588-7296

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

For any questions regarding this letter of transmittal or for any additional information, you may contact the exchange agent by telephone at (404) 588-7296.

This exchange offer is not being made to, nor will we accept tenders from or on behalf of, holders of outstanding 4.500% Senior Notes Due 2009 in any jurisdiction in which the exchange offer or the acceptance of it would not be in compliance with the laws of such jurisdiction.

General Information

The prospectus dated                     , 2005 of AMVESCAP PLC, a company incorporated under the laws of England and Wales, and this letter of transmittal together constitute our offer to exchange our outstanding unregistered 4.500% senior notes due 2009, which we refer to as the old notes or the tendered notes, for new 4.500% Senior Notes due 2009 that we have registered under the Securities Act of 1933, as amended, or the Securities Act, which we refer to as the new notes. For each old note that we accept for exchange, the holder of the old note will receive a new note having a principal amount equal to that of the surrendered old note. Holders of old notes should carefully read the prospectus for additional information concerning the old notes and the exchange offer.

The form and terms of the new notes will be identical in all material respects to the form and terms of the old notes except that:

• the new notes will bear a different CUSIP number from the old notes;

• the new notes will be registered under the Securities Act and, therefore, the new notes generally will be issued free from transfer restrictions; and

• holders of the new notes will not be entitled to any registration rights under the registration rights agreement that we entered into with initial purchasers of the old notes.

Holders whose old notes are accepted for exchange will not receive any interest accrued on the old notes at the time of the exchange. See “This Exchange Offer—Interest on the New Notes” in the prospectus for information on the dates on which accrued interest will be payable.

A participant in the Depository Trust Company’s, or DTC’s, Book-Entry Transfer Facility system may accept the terms of the exchange offer by tendering old notes through DTC’s Automated Tender Offer Program, or ATOP. If a participant wishes to tender old notes through ATOP, the participant must electronically transmit acceptance of the exchange offer to DTC through ATOP, and then DTC will edit and verify the acceptance, execute a book-entry delivery to the exchange agent’s account at DTC and send an agent’s message to SunTrust Bank, the exchange agent. By tendering through ATOP, participants in DTC will expressly acknowledge receipt of this letter of transmittal and agree to be bound by its terms, and we will be able to enforce the agreement against DTC participants. In the limited circumstances where old notes have been certificated, the holder of the certificates must complete this letter of transmittal and forward the certificates representing the old notes, together with this letter of transmittal, directly to the exchange agent.

We reserve the right, at any time, to extend the exchange offer, in which case the term “expiration date” means the latest date and time to which the exchange offer is extended. In order to extend the exchange offer, we will notify the exchange agent by oral or written notice and will issue a press release or other public announcement of the extension, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. The exchange offer is not conditioned upon the tender or acceptance for exchange of any minimum aggregate principal amount of old notes. However, the exchange offer is subject to certain conditions. See “This Exchange Offer—Conditions to this Exchange Offer” in the prospectus.

Holders who wish to tender their old notes but who cannot, prior to 5:00 p.m., New York City time, on the expiration date either (i) deliver a confirmation of the book-entry tender of their old notes into the exchange agent’s account at DTC, a book-entry confirmation, and otherwise complete the procedures for book-entry transfer, or (ii) deliver their old notes, this letter of transmittal or any other required documents to the exchange agent, may effect a tender of old notes by complying with the guaranteed delivery procedures set forth in Instruction 1 attached to this letter of transmittal.

Delivery of documents to DTC or AMVESCAP does not constitute delivery to the exchange agent.

HOLDERS OF OLD NOTES SHOULD CAREFULLY READ THE REMAINDER OF THIS LETTER OF TRANSMITTAL, COMPLETE THE APPROPRIATE BOXES BELOW AND SIGN THIS LETTER OF TRANSMITTAL TO INDICATE THE ACTION THE HOLDERS ELECT TO TAKE WITH RESPECT TO THE EXCHANGE OFFER.

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Tender of Old Notes

To the Holders of Our Old Notes:

By reading and signing this letter of transmittal, you acknowledge receipt of the prospectus dated                     , 2005 relating to the new notes, and upon the terms and subject to the conditions of the exchange offer, agree to tender to us the old notes held by you, as described in Box I (Description of Tendered Notes). You are the registered owner of all the tendered notes; and, if applicable, represent that you have received from each beneficial owner of the tendered notes a duly completed and executed form of “Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner” accompanying this letter of transmittal, instructing you to take the action described in this letter of transmittal. Subject to, and effective upon, the acceptance for exchange of the tendered notes, you agree to sell, assign and transfer to us all right, title and interest in and to the tendered notes.

You irrevocably constitute and appoint the exchange agent as your agent and attorney-in-fact (with full knowledge that the exchange agent also acts as our agent) with respect to the tendered notes with the full power of substitution to (i) deliver certificates for the tendered notes to us (if the tendered notes have been certificated) and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, us, (ii) present the tendered notes for transfer on our books and (iii) receive for our account all benefits and otherwise exercise all rights of beneficial ownership of the tendered notes, all in accordance with the terms of the exchange offer. The power of attorney granted in this paragraph shall be an irrevocable power coupled with an interest.

You represent and warrant that you have the full power and authority to surrender, tender, sell, assign and transfer the tendered notes and that we will acquire good and unencumbered title to the tendered notes, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale and transfer and the tendered notes will not be subject to any adverse claim when we accept the tendered notes. You further represent and warrant on behalf of yourself and any beneficial owner of the tendered notes that:

• the information set forth in Box II (Beneficial Owner(s)) is correct;

• the new notes are being acquired in the ordinary course of business for investment purposes;

• neither you nor any beneficial owner is our “affiliate” within the meaning of Rule 405 under the Securities Act; and

• neither you nor any beneficial owner is engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the new notes.

You agree that our acceptance from you of any tendered notes and the issuance to you of new notes in exchange will constitute performance in full of our obligations under the registration rights agreement and that we will have no further obligations or liabilities (except as expressly provided in the registration rights agreement).

Based on interpretations of the Securities Act by the staff of the Securities and Exchange Commission, or SEC, as set forth in “no-action” letters to third parties, we believe that the new notes may be offered for resale, resold and otherwise transferred by a holder of new notes under U.S. federal securities laws without further compliance with the registration and prospectus delivery requirements of the Securities Act; provided that (i) the holder acquires the new notes in the ordinary course of the holder’s business for investment purposes; and (ii) the holder is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the new notes.

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If you are our affiliate or intend to participate in the exchange offer for the purpose of distributing the new notes, you:

• may not rely on the interpretation by the staff of the SEC set forth in the above-mentioned “no action” letters;

• may not tender the old notes in the exchange offer; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer unless the sale or transfer is made pursuant to an exemption from the requirements.

Failure to comply with these requirements may result in you incurring liability under the Securities Act for which we nor the exchange agent will not indemnify you. You and any beneficial owner acknowledge that we have not sought or received our own “no action” letter with respect to the exchange offer, and we cannot assure you that the staff of the SEC would make a similar determination with respect to this exchange offer.

If you or any beneficial owner is a broker-dealer that will receive new notes for your own account in exchange for tendered notes that were acquired as a result of market-making or other trading activities, you acknowledge that you and each beneficial owner will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of any new notes. However, by so acknowledging and so delivering a prospectus, neither you nor any beneficial owner will be deemed to admit that you are an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution” in the prospectus.

You further acknowledge that we and the exchange agent may rely upon each of the foregoing representations and covenants for purposes of the exchange offer.

You and each beneficial owner will, upon request, execute and deliver any additional documents that we or the exchange agent deem to be necessary or desirable to complete the sale, assignment and transfer of the tendered notes. All authority conferred or agreed to be conferred in this letter of transmittal and every obligation of yours and each beneficial owner shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of you and the beneficial owner, and shall not be affected by, and shall survive the death or incapacity of, you and the beneficial owner.

For purposes of the exchange offer, we shall be deemed to have accepted validly tendered old notes when, as and if we have given written notice to the exchange agent.

You understand that tenders of the old notes pursuant to the procedures described in the prospectus under “This Exchange Offer—Procedures for Tendering” and in the instructions in this letter of transmittal will constitute a binding agreement between you and AMVESCAP in accordance with the terms and subject to the conditions set forth in this letter of transmittal and in the prospectus. You recognize that under certain circumstances set forth in the prospectus under “This Exchange Offer—Conditions to this Exchange Offer” we will not be required to accept the tendered notes for exchange. In addition, you understand that you may withdraw your tender of old notes only as set forth in the prospectus under “This Exchange Offer—Withdrawal of Tenders.” Tendered notes not accepted for exchange or that have been withdrawn will be returned, without expense, to you as promptly as practicable after the expiration date.

Unless otherwise indicated in Box V (Special Issuance Instructions), certificates for the new notes (and, if applicable, substitute certificates representing any old notes not exchanged) should be issued in your name. Similarly, unless otherwise indicated in Box VI (Special Delivery Instructions), certificates for the new notes (and, if applicable, substitute certificates representing old notes not exchanged) should be sent to you at the address indicated in Box I (Description of Tendered Notes) or, in the case of a book-entry tender of old notes, the new notes (and, if applicable, outstanding old notes not exchanged) should be credited to the account at DTC indicated in Box III (Method of Delivery).

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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX BELOW.

BOX I DESCRIPTION OF TENDERED NOTES*
Name(s) and Address(es) of New Note Holder(s), exactly as name(s) appear(s) on Old Note Certificate(s)	Certificate Number(s) of Old Notes**	Aggregate Principal Amount Represented by Certificate(s)	Aggregate Principal Amount Tendered***
	Total
*     List the old notes to which this letter of transmittal relates. If the space provided is inadequate, the certificate numbers and principal amount of old notes should be listed on a separate signed schedule attached hereto.     **     Need not be completed by persons tendering by book-entry transfer.   ***     Tenders of old notes must be in a minimum principal amount of $2,000 or an additional integral multiple of $1,000. Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the old notes represented by the certificate(s) set forth above. See Instruction 2.

BOX II BENEFICIAL OWNER(S)
State of Principal Residence of Each Beneficial Owner of Tendered Notes	Principal Amount of Tendered Notes Held for Account of Beneficial Owner

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BOX III

METHOD OF DELIVERY

(See Instruction 1)

¨        CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution                                                                                                                                          

Account Number                                                               Transaction Code Number                                              

¨        CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED HEREWITH.

¨        CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s)                                                                                                                                     

Window Ticket Number (if any)                                                                                                                                      

Date of Execution of Notice of Guaranteed Delivery                                                                                               

Name of Institution which guaranteed delivery                                                                                                          

If Delivered by Book-Entry Transfer, Complete the Following:         

        Name of Tendering Institution                                                                                                                                

        Account Number and Transaction Code Number                                                                                             

BOX IV

ATTENTION BROKER-DEALERS

¨        CHECK HERE IF THE UNDERSIGNED OR ANY BENEFICIAL OWNER OF TENDERED NOTES IS A BROKER-DEALER AND WISHES TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:

Name                                                                                                                                                                                          

Address                                                                                                                                                                                      

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BOX V

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if certificates for new notes and/or certificates for old notes not exchanged are to be issued in the name of someone other than the person(s) whose signature(s) appear(s) on this letter of transmittal in Box VII (Signature).

Issue:           New Notes issued and/or old notes not exchanged to:

Name(s)                                                                                                                                                                                                        

(Please Type or Print)

(Please Type or Print)

Address(es)                                                                                                                                                                                                 

(Zip Code)

Taxpayer Identification Number or Social Security Number                                                                                                    

BOX VI

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if (1) certificates for new notes and/or certificates for old notes not exchanged are to be sent to someone other than the person(s) whose signature(s) appear(s) on this letter of transmittal in Box VII (Signature) at the address(es) indicated in Box I (Description of Tendered Notes) or (2) new notes and/or old notes not exchanged are to be issued or returned, respectively, to an account maintained at DTC other than the account indicated in Box III (Method of Delivery).

Send:          New Notes and/or old notes not exchanged to:

Name(s)                                                                                                                                                                                                        

(Please Type or Print)

(Please Type or Print)

Address(es)                                                                                                                                                                                                 

(Zip Code)

Credit:         New Notes and/or old notes not exchanged to DTC account as follows:

Name(s)                                                                                                                                                                                                        

(Please Type or Print)

(Please Type or Print)

Crediting Instructions                                                                                                                                                                              

Account Number                                                                                                                                                                                       

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BOX VII SIGNATURE: TO BE COMPLETED BY ALL TENDERING HOLDERS (See Instructions 1 and 3) In addition, Substitute Form W-9 on the following page must be completed and signed.
, 200                                                                                                                                                                  , 200                                                                                                                                                                  , 200                             Signature(s) by Tendering Holder(s)                                                                          Date Area Code and Telephone Number                                                                                                                                       For any tendered notes, this letter of transmittal must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the tendered notes or by any person(s) authorized to become registered holder(s) by endorsements and documents submitted with this letter of transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and the other information indicated below and, unless waived by us, submit evidence satisfactory to us of authority to act. See Instruction 3. Name(s)                                                                                                                                                                                          (Please Type or Print) Capacity                                                                                                                                                                                          Address(es)                                                                                                                                                                                    (Including Zip Code) Area Code and Telephone Number                                                                                                                                       Tax Identification Number or Social Security Number                                                                                                  SIGNATURE GUARANTEE (if required by Instruction 3)
Signature(s) Guaranteed by an Eligible Guarantor Institution
	(Authorized Signature)
	(Print Name)
	(Title)
	(Name of Firm—Must be an Eligible Guarantor Institution as defined in Instruction 3)
	(Address)
	(Area Code and Telephone Number)

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PAYOR’S NAME: AMVESCAP PLC*
SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service	Name (if joint names, list first and circle the name of the person or entity whose number you enter in Part 1 below. See instructions if your name has changed).
	Address
	City, State and ZIP Code
	List account number(s) here (optional)
	Part 1—PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER (“TIN”) IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	Social Security Number or TIN
	Part 2—Check the box if you are NOT subject to backup withholding under the provisions of section 3406(a)(1)(C) of the Internal Revenue Code because (1) you are exempt from backup withholding, or (2) you have not been notified by the Internal Revenue Service that you are subject to backup withholding as a result of a failure to report all interest or dividends or (3) the Internal Revenue Service has notified you that you are no longer subject to backup withholding.    ¨
	Part 3—CERTIFICATION—UNDER THE PENALTIES OR PERJURY, I CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.                                                        Awaiting TIN  ¨ SIGNATURE                                                               DATE
*See Instruction 5.

Note: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX

IN PART 3 OF SUBSTITUTE FORM W-9 ABOVE.

CERTIFICATE OF TAXPAYER AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (i) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration office or (ii) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the payor, a portion of payments made to me pursuant to the exchange offer shall be retained until I provide a taxpayer identification number to the payor and that, if I do not provide my taxpayer identification number within sixty (60) days, the retained amounts shall be remitted to the Internal Revenue Service as a backup withholding and all reportable payments made to me thereafter will be subject to backup withholding until I provide a number.

SIGNATURE                                                                                               DATE                                      

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AMVESCAP PLC

INSTRUCTIONS TO LETTER OF TRANSMITTAL

FORMING PART OF THE TERMS AND CONDITIONS

OF THE EXCHANGE OFFER

1.    Delivery of this Letter of Transmittal and Tendered Notes; Guaranteed Delivery Procedures.    This letter of transmittal is to be completed by holders of old notes if certificates are to be forwarded with it. Certificates for all physically tendered old notes or a book-entry confirmation and, in the case of certificates, a properly completed and duly executed letter of transmittal (or manually signed facsimile of it) and all other documents required by this letter of transmittal, must be received by the exchange agent at the address set forth on the front cover and back cover this letter of transmittal prior to 5:00 p.m., New York City time, on the expiration date, or the tendering holder must comply with the guaranteed delivery procedures set forth below.

In the limited circumstances where old notes might have been certificated and a holder who wished to tender its old notes finds:

• the old notes are not immediately available;

• the holder cannot deliver the old notes, the letter of transmittal or any other required documents to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date;

• the holder cannot deliver a book-entry confirmation and otherwise complete the procedures for book-entry transfer before 5:00 p.m., New York City time, on the expiration date;

then the holder may effect a tender of old notes if:

• the tender of the old notes is made through an eligible guarantor institution;

• before 5:00 p.m., New York City time, on the expiration date, the exchange agent receives from the eligible guarantor institution:

(1) a properly completed and duly executed notice of guaranteed delivery (by facsimile transmission, registered or certified mail or hand delivery),

(2) the name and address of the tendering holder, and

(3) the certificate number(s) of the tendered notes and the principal amount of the tendered notes, stating that the tender is being made and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the certificates(s) representing the tendered notes or a book-entry confirmation and, in the case of certificates, this letter of transmittal (or a facsimile of it), and any other documents required by this letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and

• the exchange agent receives, within three New York Stock Exchange trading days after the expiration date, the certificates(s) representing the tendered notes in proper form for transfer or a book-entry confirmation, and, in the case of certificates, this letter of transmittal (or a facsimile of it), and all other documents required by this letter of transmittal.

The method of delivery of this letter of transmittal, the tendered notes and all other required documents is at the election and risk of the tendering holders. The delivery will be deemed made only when actually received or confirmed by the exchange agent. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

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2.    Tender by Registered Holder; Instructions to Beneficial Holders; Partial Tenders.    Only a holder in whose name old notes are registered may execute and deliver this letter of transmittal and tender old notes in the exchange offer. Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust, company or other nominee and who wishes to tender the old notes should:

• promptly contact the registered holder and instruct the registered holder to tender old notes on the beneficial owner’s behalf;

• properly complete and duly execute the form of “Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant From Beneficial Owner” accompanying this letter of transmittal; and

• timely deliver the form to the registered holder.

We and the exchange agent shall be entitled to rely upon all representations, warranties, covenants and instructions given or made by the registered holder and/or the beneficial owner. If the beneficial owner wishes to tender old notes on its own behalf, the beneficial owner must, prior to completing and executing this letter of transmittal and delivering its old notes, either make appropriate arrangements to register ownership of the old notes in the beneficial owner’s name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

Tendered notes must be in a minimum principal amount of $2,000 or an additional integral multiple of $1,000. If less than the entire principal amount of the old notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should indicate the aggregate principal amount of tendered notes in Box I (Description of Tendered Notes) under the caption “Aggregate Principal Amount Tendered.” The entire principal amount of old notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of old notes is not tendered for exchange, then (i) unless otherwise indicated in Box V (Special Issuance Instructions), certificates evidencing new notes and untendered old notes will be issued in the name of the person signing this letter of transmittal and (ii) unless otherwise indicated in Box VI (Special Delivery Instructions), the certificates will be sent to the person signing this letter of transmittal at the address indicated in Box I (Description of Tendered Notes) (or, in the case of a book-entry tender of old notes, credited to the account at DTC indicated in Box III (Method of Delivery)).

3.    Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures.    If the registered holder of the tendered notes signs this letter of transmittal, the signature must correspond exactly with the name(s) as written on the face of the certificates for the tendered notes without any change whatsoever. If any old notes that are tendered are owned of record by two or more joint owners, all owners must sign this letter of transmittal. If any tendered notes are registered in different names on several certificates, the holders must complete, sign and submit as many separate copies of this letter of transmittal as there are different registrations of certificates.

When this letter of transmittal is signed by the registered holder(s) of the tendered notes and tendered, no endorsements of certificates or separate bond powers are required. If, however, the new notes are to be issued or any untendered old notes are to be reissued to a person other than the registered holder, then endorsements of any certificates transmitted or separate bond powers are required. Signatures on the certificate(s) must be guaranteed by an eligible guarantor institution.

If this letter of transmittal is signed by a person other than the registered holder(s) of any certificate(s) specified in this letter of transmittal, the certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s) and signatures on each endorsement or bond power must be guaranteed by an eligible guarantor institution.

If this letter of transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, the persons should so indicate when signing, and, unless waived by us, evidence satisfactory to us of their authority to act must be submitted with this letter of transmittal.

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Endorsements on certificates for tendered notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a firm that is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or is a commercial bank or trust company having an office or correspondent in the United States, or is otherwise an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, and which is, in each case, a member of a recognized signature guarantee program (i.e., Securities Transfer Agents Medallion Program, Stock Exchange Medallion Program or New York Stock Exchange Medallion Signature Program).

It is unnecessary for the eligible guarantor institution to guarantee the signatures on this letter of transmittal if:

• the registered holder (which term for purposes of the exchange offer includes any participant of DTC whose name appears on a security position listing as the holder of the tendered notes) who has not completed Box V (Special Issuance Instructions) or Box VI (Special Delivery Instructions) on this letter of transmittal tenders the old notes; or

• an eligible guarantor institution tenders the old notes.

4.    Special Issuance and Delivery Instructions.    Tendering holders should indicate in the applicable boxes the name and address to which new notes issued pursuant to the exchange offer and/or substitute certificates evidencing untendered old notes are to be issued or sent if different from the name or address of the holder signing this letter of transmittal. In the case of issuance in a different name, the tendering holders must also indicate the taxpayer identification number or social security number of the person named. If no instructions are given, certificates evidencing new notes and untendered old notes will be returned to the person signing this letter of transmittal at the address indicated in Box I (Description of Tendered Notes) or, in the case of a book-entry tender of old notes, credited to the account at DTC indicated in Box III (Method of Delivery).

5.    Tax Identification Number.    Federal income tax law requires a holder whose old notes are accepted for exchange to provide us as payor with a Substitute Form W-9, which contains, among other things, the holder’s Taxpayer Identification Number, or TIN. In the case of an individual, the TIN is his or her social security number, and in the case of an entity, the TIN is typically the employer identification number. If the holder is a nonresident alien or a foreign entity, the holder must furnish to us a Form W-8, Certificate of Foreign Status in order to avoid backup withholding. If the holder does not furnish us a Substitute Form W-9 (with a valid TIN), or other documentation establishing that the holder is eligible for an exemption from backup withholding, the holder will be subject to backup withholding upon the delivery of the new notes and receipt of any reportable payments made by us after the exchange. In addition, failure to furnish the Substitute Form W-9, or other documentation establishing an exemption from backup withholding, may subject the holder to penalties.

If a holder otherwise subject to backup withholding does not have a TIN, the holder should consult its tax advisor and apply for a TIN. If the holder does not apply for a TIN, it will be subject to backup withholding under the rules outlined above. If the holder has applied for a TIN or intends to do so in the near future, the holder should indicate that it has “applied for” a TIN on the Substitute Form W-9. If the holder fails to furnish us with a TIN within 60 days of filing the Substitute Form W-9, we will apply backup withholding to all payments due to the holder.

6.    Transfer Taxes.    We will pay all transfer taxes, if any, applicable to the transfer of old notes to us pursuant to the exchange offer. If, however, new notes and/or substitute notes for untendered old notes are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the old notes, or if the old notes are registered in the name of any person other than the person signing this letter of transmittal, or if a transfer tax is imposed for any reason other than the transfer of old notes to us pursuant to the exchange offer, the tendering holder must pay the amount of any transfer taxes (whether imposed on the registered holder or any other persons). If the tendering holder does not provide satisfactory evidence of payment of the taxes or exemption from the taxes with this letter of transmittal, the tendering holder will receive a direct bill for the amount of the transfer taxes.

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Except as provided in this Instruction 6, it will be unnecessary for transfer tax stamps to be affixed to old notes that are tendered.

7.    Waiver of Conditions.    We reserve the absolute right to amend, waive or modify any or all conditions relating to the exchange offer set forth in the prospectus.

8.    No Conditional Tenders.    We will not accept any alternative, conditional, irregular or contingent tenders. All holders of old notes, by execution of this letter of transmittal, shall waive any right to receive notice of the acceptance of their old notes for exchange.

9.    Mutilated, Lost, Stolen or Destroyed Old Notes.    Any holder whose old notes have been mutilated, lost, stolen or destroyed should contact the exchange agent at the address set forth on the front cover and back cover of this letter of transmittal for further instructions.

10.    Validity of Tenders.    We, in our sole discretion, will make a final and binding determination on all questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered notes. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes whose acceptance by us would, in the opinion of counsel, be unlawful. We also reserve the right, in our sole discretion, to waive any defects, irregularities or conditions of tender as to any old notes either before or after the expiration date. Our interpretation of the terms and conditions of the exchange offer (including the instructions in this letter of transmittal) will be final and binding on all parties. Unless waived, the tendering holder must cure any defects or irregularities in connection with tendered notes within the time period determined by us. Although we intend to request the exchange agent to notify holders of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent nor any other person has any duty to give this notice or will incur any liability for failure to give notification or for giving improper notification in connection therewith. Tenders of old notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in this letter of transmittal, as promptly as practicable following the expiration date.

11.    Acceptance of Tendered Notes and Issuance of Notes; Return of Notes.    Subject to the terms and conditions of the exchange offer, we will accept for exchange all validly tendered old notes as promptly as practicable after the expiration date and will then issue new notes as promptly as practicable. For purposes of the exchange offer, we shall be deemed to have accepted validly tendered notes when, as and if we have given oral (confirmed in writing) or written notice to the exchange agent. If any tendered notes are not accepted for exchange for any reason, the unexchanged tendered notes will be returned, without expense, to the person signing this letter of transmittal at the address indicated in Box I (Description of Tendered Notes), or, in the case of a book-entry tender of old notes, credited to the account at DTC instructed in Box III (Method of Delivery).

12.    Withdrawal.    Old notes that are tendered may be withdrawn only pursuant to the procedures set forth in the prospectus under “This Exchange Offer—Withdrawal of Tenders.”

13.    Requests for Assistance or Additional Copies.    Questions relating to the procedures for tendering, as well as requests for additional copies of the prospectus, this letter of transmittal and the notice of guaranteed delivery, may be directed to the exchange agent at the address and telephone number set forth on the front cover and back cover of this letter of transmittal.

13

SunTrust Bank,

as Exchange Agent

By Mail or Hand Delivery:	SunTrust Bank
	Corporate Trust Department
	25 Park Place, 24th Floor
	Atlanta, Georgia 30303-2900
	Attn: Jack Ellerin
Facsimile Transmission:	(404) 588-7335
Confirm by Telephone:	(404) 588-7296

AMVESCAP PLC

INSTRUCTIONS TO REGISTERED HOLDER AND/OR

BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM BENEFICIAL OWNER

With Respect to the Tender of All

Outstanding 4.500% Senior Notes Due 2009

for Registered 4.500% Senior Notes Due 2009

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     ,

2005, UNLESS EXTENDED, THE EXPIRATION DATE. TENDERS MAY BE WITHDRAWN

PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Registered Holder and/or Participant of the Book-Entry Transfer Facility:

The undersigned hereby acknowledges receipt of the prospectus dated                     , 2005 of AMVESCAP PLC, a company incorporated under the laws of England and Wales, and the accompanying letter of transmittal, which together constitute the AMVESCAP’s offer to exchange the outstanding unregistered 4.500% senior notes due 2009 (referred to in the prospectus and letter of transmittal as the old notes) for registered 4.500% senior notes due 2009 (referred to in the prospectus and letter of transmittal as the new notes). For each old note accepted for exchange, the holder of such old note will receive a new note having a principal amount equal to that of the surrendered old note.

This will instruct you, the registered holder and/or participant in the book-entry transfer facility, which is The Depository Trust Company, as to the action to be taken by you relating to the exchange offer with respect to the old notes held by you for the account of the undersigned.

The aggregate face amount of the old notes held by you for the account of the undersigned is (insert amount): $                    .

With respect to the exchange offer, the undersigned hereby instructs you (check appropriate box):

¨ TO TENDER the following old notes held by you for the account of the undersigned (insert principal amount of old notes to be tendered, if any, in a minimum amount of $2,000 or an additional integral multiple of $1,000): $                    .

¨ NOT TO TENDER any old notes held by you for the account of the undersigned.

If the undersigned instructs you to tender the old notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the letter of transmittal that are to be made with respect to the undersigned as a beneficial owner of old notes, including, but not limited to, the representations that (i) the information set forth in Box II (Beneficial Owners) of the letter of transmittal with respect to the undersigned is correct, (ii) any new notes to be received by the undersigned in exchange for old notes tendered in the exchange offer will be acquired in the ordinary course of business and for investment purposes of the undersigned, (iii) the undersigned is not our “affiliate” within the meaning of Rule 405 under the Securities Act of 1933, as amended, or the Securities Act, and (iv) the undersigned has not engaged in and does not intend to engage in and has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the new notes. If the undersigned is a broker-dealer that will receive new notes for its own account in exchange for old notes that were acquired as a result of market-making or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of any new notes. However, by so acknowledging and so delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned acknowledges as follows: Based on interpretations of the Securities Act by the staff of the Securities and Exchange Commission, or SEC, as set forth in “no-action” letters to third parties, we believe that the new notes may be offered for resale, resold and otherwise transferred by a holder under U.S. federal securities laws without further compliance with the registration and prospectus delivery requirements of the Securities Act; provided that (i) the holder acquires the new notes in the ordinary course of the holders’ business for investment purposes; and (ii) the holder is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the new notes. Any holder that is our affiliate or that intends to participate in the exchange offer for the purpose of distributing the new notes (i) may not rely on the interpretation by the staff of the SEC set forth in the above-mentioned “no-action” letters, (ii) may not tender the old notes in the exchange offer and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer transaction unless such sale or transfer is made pursuant to an exemption from such requirements. Failure to comply with such requirements may result in the holder incurring liability under the Securities Act for which we nor the exchange agent will not indemnify the holder. The undersigned acknowledges that we have not sought or received our own “no-action” letter with respect to the exchange offer, and we cannot assure the undersigned that the staff of the SEC would make a similar determination with respect to the exchange offer. The undersigned further acknowledges that we and the exchange agent may rely upon each of the foregoing representations and covenants for purposes of the exchange offer.

SIGN HERE

Name of Beneficial Owner(s):                                                                                                                                                         

Signature(s):                                                                                                                                                                                           

Name(s) (please print):                                                                                                                                                                       

Address:                                                                                                                                                                                                  

Area Code and Telephone Number:                                                                                                                                              

Taxpayer Identification Number or Social Security Number:                                                                                              

Date:                                                                                                                                                                                                          

2

AMVESCAP PLC

NOTICE OF GUARANTEED DELIVERY

With Respect to the Tender of All

Outstanding 4.500% Senior Notes Due 2009

for Registered 4.500% Senior Notes Due 2009

Pursuant to the Prospectus Dated                     , 2005

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2005, UNLESS EXTENDED, THE EXPIRATION DATE. TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS

As set forth in the letter of transmittal accompanying the prospectus dated                     , 2005 of AMVESCAP PLC, a company incorporated under the laws of England and Wales, this notice of guaranteed delivery or a form substantially equivalent hereto must be used to accept AMVESCAP’s offer to exchange the outstanding unregistered 4.500% senior notes due 2009 (referred to in the prospectus and letter of transmittal as the old notes), for registered 4.500% senior notes due 2009 (referred to in the prospectus and letter of transmittal as the new notes) if the tendering holder of old notes cannot, prior to 5:00 p.m., New York City time, on the expiration date (i) deliver the old notes, the letter of transmittal or any other documents required by the letter of transmittal to the exchange agent or (ii) deliver a confirmation of the book-entry tender of the old notes into the exchange agent’s account at The Depository Trust Company, or DTC, and otherwise complete the procedures for book-entry transfer. If required, this notice of guaranteed Delivery, properly completed and duly executed, must be delivered to SunTrust Bank, as the exchange agent for the exchange offer, as set forth below.

By Mail or Hand Delivery:	SunTrust Bank
	Corporate Trust Department
	25 Park Place, 24th Floor
	Atlanta, Georgia 30303-2900
	Attn.: Jack Ellerin
Facsimile Transmission:	(404) 588-7335
Confirm by Telephone:	(404) 588-7296

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

For any questions regarding this notice of guaranteed delivery or for any additional information, please contact the exchange agent by telephone at (404) 588-7296.

This form is not to be used to guarantee signatures. If a signature on the letter of transmittal is required to be guaranteed by an “eligible guarantor institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the letter of transmittal.

To the Holders of Old Notes:

You hereby tender to AMVESCAP PLC, upon the terms and subject to the conditions set forth in the prospectus and the letter of transmittal, receipt of which you hereby acknowledge, the principal amount of outstanding 4.500% senior notes due 2009 (which we refer to as the old notes) set forth below pursuant to the guaranteed delivery procedures.

All authority herein conferred or agreed to be conferred in this notice of guaranteed delivery and every obligation of yours under this notice of guaranteed delivery shall be binding upon your successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives and shall not be affected by, and shall survive your death or incapacity.

PLEASE SIGN AND COMPLETE

Signatures of Registered Holder(s) or Authorized Signatory

Name(s) of Registered Holder(s)

Principal Amount of Old Notes Tendered                                                                                                                                   

Date                                                                                                                                                                                                           

Address                                                                                                                                                                                                    

Area Code and Telephone Number                                                                                                                                                

If old notes will be delivered by book-entry transfer, provide the account number at The Depository Trust Company below:

Depository Account No.                                                                                                                                                                     

This notice of guaranteed delivery must be signed by the registered holder(s) of the old notes tendered hereby exactly as their name(s) appear on the certificates for such notes or on a security position listing such holder(s) as the owner(s) of such notes, or by person(s) authorized to become registered holder(s) of such notes by endorsements and documents submitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must provide the following information and, unless waived by AMVESCAP, submit with the letter of transmittal evidence satisfactory to AMVESCAP of such person’s authority to so act. See Instruction 2.

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s)

Capacity

Address(es)

2

GUARANTEE (Not to be used for signature guarantee)
The undersigned, a firm that is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or is a commercial bank or trust company having an office or correspondent in the United States, or is otherwise an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, and which is, in each case, a member of a recognized signature guarantee program (i.e., Securities Transfer Agents Medallion Program, Stock Exchange Medallion Program or New York Stock Exchange Medallion Signature Program), guarantees deposit with the exchange agent of the letter of transmittal (or facsimile thereof), the old notes tendered hereby in proper form for transfer (or confirmation of the book-entry transfer of such old notes into the exchange agent’s account at DTC as described in the letter of transmittal) and any other required documents, all by 5:00 p.m., New York City time, within three New York Stock Exchange trading days after the expiration date.
Name of Firm	Authorized Signature
Address	Name
Area Code and Telephone Number	Title
	Date
DO NOT SEND OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.

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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1.    Delivery of this Notice of Guaranteed Delivery.    A properly completed and duly executed copy of this notice of guaranteed delivery and any other documents required by this notice of guaranteed delivery must be received by the exchange agent at its address set forth on the front and back cover of this notice of guaranteed delivery prior to 5:00 p.m., New York City time, on the expiration date. The method of delivery of this notice of guaranteed delivery and all other required documents is at the election and risk of the tendering holders. The delivery will be deemed made only when actually received or confirmed by the exchange agent. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

2.    Signatures on this Notice of Guaranteed Delivery.    If this notice of guaranteed delivery is signed by the registered holder(s) of the old notes referred to herein, the signature(s) must correspond exactly with the name(s) as written on the face of the certificates for the old notes (if the old notes have been certificated) without any change whatsoever. If this notice of guaranteed delivery is signed by a participant of DTC whose name appears on a security position listing as the holder of the old notes, the signature must correspond exactly with the name shown on the security position listing as the holder of the old notes.

If this notice of guaranteed delivery is signed by a person other than the registered holder(s) of any old notes or a participant of DTC, this notice of guaranteed delivery must be accompanied by appropriate bond powers, signed as the name(s) of the registered holder(s) appear(s) on the certificates for the old notes or signed as the name of the participant is shown on DTC’s security position listing.

If this notice of guaranteed delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and unless waived by AMVESCAP, submit with the letter of transmittal evidence satisfactory to AMVESCAP of such person’s authority to so act.

3.    Requests for Assistance or Additional Copies.    Questions relating to the procedures for tendering, as well as requests for additional copies of the prospectus, the letter of transmittal and this notice of guaranteed delivery, may be directed to the exchange agent at the address and telephone number set forth on the front cover and back cover of this notice of guaranteed delivery.

4

SunTrust Bank,

as Exchange Agent

By Mail or Hand Delivery:	SunTrust Bank
	Corporate Trust Department
	25 Park Place, 24th Floor
	Atlanta, Georgia 30303-2900
	Attn.: Jack Ellerin
Facsimile Transmission:	(404) 588-7335
Confirm by Telephone:	(404) 588-7296

5

EX-99.2

Exhibit 99.2

AMVESCAP PLC

LETTER OF TRANSMITTAL

For Tender of All

Outstanding 5.375% Senior Notes Due 2014

for Registered 5.375% Senior Notes Due 2014

Pursuant to the Prospectus Dated                     , 2005

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON             , 2005, UNLESS EXTENDED, THE EXPIRATION DATE. TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ THE ATTACHED INSTRUCTIONS CAREFULLY

If you want to accept the exchange offer, this letter of transmittal must be completed, signed and timely submitted to SunTrust Bank, the exchange agent, as follows:

By Mail or Hand Delivery:	SunTrust Bank
	Corporate Trust Department
	25 Park Place, 24th Floor
	Atlanta, Georgia 30303-2900
	Attn.: Jack Ellerin
Facsimile Transmission:	(404) 588-7335
Confirm by Telephone:	(404) 588-7296

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

For any questions regarding this letter of transmittal or for any additional information, you may contact the exchange agent by telephone at (404) 588-7296.

This exchange offer is not being made to, nor will we accept tenders from or on behalf of, holders of outstanding 5.375% Senior Notes Due 2014 in any jurisdiction in which the exchange offer or the acceptance of it would not be in compliance with the laws of such jurisdiction.

General Information

The prospectus dated                     , 2005 of AMVESCAP PLC, a company incorporated under the laws of England and Wales, and this letter of transmittal together constitute our offer to exchange our outstanding unregistered 5.375% senior notes due 2014, which we refer to as the old notes or the tendered notes, for new 5.375% Senior Notes due 2014 that we have registered under the Securities Act of 1933, as amended, or the Securities Act, which we refer to as the new notes. For each old note that we accept for exchange, the holder of the old note will receive a new note having a principal amount equal to that of the surrendered old note. Holders of old notes should carefully read the prospectus for additional information concerning the old notes and the exchange offer.

The form and terms of the new notes will be identical in all material respects to the form and terms of the old notes except that:

• the new notes will bear a different CUSIP number from the old notes;

• the new notes will be registered under the Securities Act and, therefore, the new notes generally will be issued free from transfer restrictions; and

• holders of the new notes will not be entitled to any registration rights under the registration rights agreement that we entered into with initial purchasers of the old notes.

Holders whose old notes are accepted for exchange will not receive any interest accrued on the old notes at the time of the exchange. See “This Exchange Offer—Interest on the New Notes” in the prospectus for information on the dates on which accrued interest will be payable.

A participant in the Depository Trust Company’s, or DTC’s, Book-Entry Transfer Facility system may accept the terms of the exchange offer by tendering old notes through DTC’s Automated Tender Offer Program, or ATOP. If a participant wishes to tender old notes through ATOP, the participant must electronically transmit acceptance of the exchange offer to DTC through ATOP, and then DTC will edit and verify the acceptance, execute a book-entry delivery to the exchange agent’s account at DTC and send an agent’s message to SunTrust Bank, the exchange agent. By tendering through ATOP, participants in DTC will expressly acknowledge receipt of this letter of transmittal and agree to be bound by its terms, and we will be able to enforce the agreement against DTC participants. In the limited circumstances where old notes have been certificated, the holder of the certificates must complete this letter of transmittal and forward the certificates representing the old notes, together with this letter of transmittal, directly to the exchange agent.

We reserve the right, at any time, to extend the exchange offer, in which case the term “expiration date” means the latest date and time to which the exchange offer is extended. In order to extend the exchange offer, we will notify the exchange agent by oral or written notice and will issue a press release or other public announcement of the extension, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. The exchange offer is not conditioned upon the tender or acceptance for exchange of any minimum aggregate principal amount of old notes. However, the exchange offer is subject to certain conditions. See “This Exchange Offer—Conditions to this Exchange Offer” in the prospectus.

Holders who wish to tender their old notes but who cannot, prior to 5:00 p.m., New York City time, on the expiration date either (i) deliver a confirmation of the book-entry tender of their old notes into the exchange agent’s account at DTC, a book-entry confirmation, and otherwise complete the procedures for book-entry transfer, or (ii) deliver their old notes, this letter of transmittal or any other required documents to the exchange agent, may effect a tender of old notes by complying with the guaranteed delivery procedures set forth in Instruction 1 attached to this letter of transmittal.

Delivery of documents to DTC or AMVESCAP does not constitute delivery to the exchange agent.

HOLDERS OF OLD NOTES SHOULD CAREFULLY READ THE REMAINDER OF THIS LETTER OF TRANSMITTAL, COMPLETE THE APPROPRIATE BOXES BELOW AND SIGN THIS LETTER OF TRANSMITTAL TO INDICATE THE ACTION THE HOLDERS ELECT TO TAKE WITH RESPECT TO THE EXCHANGE OFFER.

2

Tender of Old Notes

To the Holders of Our Old Notes:

By reading and signing this letter of transmittal, you acknowledge receipt of the prospectus dated                     , 2005 relating to the new notes, and upon the terms and subject to the conditions of the exchange offer, agree to tender to us the old notes held by you, as described in Box I (Description of Tendered Notes). You are the registered owner of all the tendered notes; and, if applicable, represent that you have received from each beneficial owner of the tendered notes a duly completed and executed form of “Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner” accompanying this letter of transmittal, instructing you to take the action described in this letter of transmittal. Subject to, and effective upon, the acceptance for exchange of the tendered notes, you agree to sell, assign and transfer to us all right, title and interest in and to the tendered notes.

You irrevocably constitute and appoint the exchange agent as your agent and attorney-in-fact (with full knowledge that the exchange agent also acts as our agent) with respect to the tendered notes with the full power of substitution to (i) deliver certificates for the tendered notes to us (if the tendered notes have been certificated) and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, us, (ii) present the tendered notes for transfer on our books and (iii) receive for our account all benefits and otherwise exercise all rights of beneficial ownership of the tendered notes, all in accordance with the terms of the exchange offer. The power of attorney granted in this paragraph shall be an irrevocable power coupled with an interest.

You represent and warrant that you have the full power and authority to surrender, tender, sell, assign and transfer the tendered notes and that we will acquire good and unencumbered title to the tendered notes, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale and transfer and the tendered notes will not be subject to any adverse claim when we accept the tendered notes. You further represent and warrant on behalf of yourself and any beneficial owner of the tendered notes that:

• the information set forth in Box II (Beneficial Owner(s)) is correct;

• the new notes are being acquired in the ordinary course of business for investment purposes;

• neither you nor any beneficial owner is our “affiliate” within the meaning of Rule 405 under the Securities Act; and

• neither you nor any beneficial owner is engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the new notes.

You agree that our acceptance from you of any tendered notes and the issuance to you of new notes in exchange will constitute performance in full of our obligations under the registration rights agreement and that we will have no further obligations or liabilities (except as expressly provided in the registration rights agreement).

Based on interpretations of the Securities Act by the staff of the Securities and Exchange Commission, or SEC, as set forth in “no-action” letters to third parties, we believe that the new notes may be offered for resale, resold and otherwise transferred by a holder of new notes under U.S. federal securities laws without further compliance with the registration and prospectus delivery requirements of the Securities Act; provided that (i) the holder acquires the new notes in the ordinary course of the holder’s business for investment purposes; and (ii) the holder is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the new notes.

3

If you are our affiliate or intend to participate in the exchange offer for the purpose of distributing the new notes, you:

• may not rely on the interpretation by the staff of the SEC set forth in the above-mentioned “no action” letters;

• may not tender the old notes in the exchange offer; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer unless the sale or transfer is made pursuant to an exemption from the requirements.

Failure to comply with these requirements may result in you incurring liability under the Securities Act for which we nor the exchange agent will not indemnify you. You and any beneficial owner acknowledge that we have not sought or received our own “no action” letter with respect to the exchange offer, and we cannot assure you that the staff of the SEC would make a similar determination with respect to this exchange offer.

If you or any beneficial owner is a broker-dealer that will receive new notes for your own account in exchange for tendered notes that were acquired as a result of market-making or other trading activities, you acknowledge that you and each beneficial owner will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of any new notes. However, by so acknowledging and so delivering a prospectus, neither you nor any beneficial owner will be deemed to admit that you are an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution” in the prospectus.

You further acknowledge that we and the exchange agent may rely upon each of the foregoing representations and covenants for purposes of the exchange offer.

You and each beneficial owner will, upon request, execute and deliver any additional documents that we or the exchange agent deem to be necessary or desirable to complete the sale, assignment and transfer of the tendered notes. All authority conferred or agreed to be conferred in this letter of transmittal and every obligation of yours and each beneficial owner shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of you and the beneficial owner, and shall not be affected by, and shall survive the death or incapacity of, you and the beneficial owner.

For purposes of the exchange offer, we shall be deemed to have accepted validly tendered old notes when, as and if we have given written notice to the exchange agent.

You understand that tenders of the old notes pursuant to the procedures described in the prospectus under “This Exchange Offer—Procedures for Tendering” and in the instructions in this letter of transmittal will constitute a binding agreement between you and AMVESCAP in accordance with the terms and subject to the conditions set forth in this letter of transmittal and in the prospectus. You recognize that under certain circumstances set forth in the prospectus under “This Exchange Offer—Conditions to this Exchange Offer” we will not be required to accept the tendered notes for exchange. In addition, you understand that you may withdraw your tender of old notes only as set forth in the prospectus under “This Exchange Offer—Withdrawal of Tenders.” Tendered notes not accepted for exchange or that have been withdrawn will be returned, without expense, to you as promptly as practicable after the expiration date.

Unless otherwise indicated in Box V (Special Issuance Instructions), certificates for the new notes (and, if applicable, substitute certificates representing any old notes not exchanged) should be issued in your name. Similarly, unless otherwise indicated in Box VI (Special Delivery Instructions), certificates for the new notes (and, if applicable, substitute certificates representing old notes not exchanged) should be sent to you at the address indicated in Box I (Description of Tendered Notes) or, in the case of a book-entry tender of old notes, the new notes (and, if applicable, outstanding old notes not exchanged) should be credited to the account at DTC indicated in Box III (Method of Delivery).

4

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX BELOW.

BOX I DESCRIPTION OF TENDERED NOTES*
Name(s) and Address(es) of New Note Holder(s), exactly as name(s) appear(s) on Old Note Certificate(s)	Certificate Number(s) of Old Notes**	Aggregate Principal Amount Represented by Certificate(s)	Aggregate Principal Amount Tendered***
	Total
*     List the old notes to which this letter of transmittal relates. If the space provided is inadequate, the certificate numbers and principal amount of old notes should be listed on a separate signed schedule attached hereto.     **     Need not be completed by persons tendering by book-entry transfer.   ***     Tenders of old notes must be in a minimum principal amount of $2,000 or an additional integral multiple of $1,000. Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the old notes represented by the certificate(s) set forth above. See Instruction 2.

BOX II BENEFICIAL OWNER(S)
State of Principal Residence of Each Beneficial Owner of Tendered Notes	Principal Amount of Tendered Notes Held for Account of Beneficial Owner

5

BOX III METHOD OF DELIVERY (See Instruction 1)
¨	CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT DTC AND COMPLETE THE FOLLOWING: Name of Tendering Institution
	Account Number	Transaction Code Number
¨ ¨	CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED HEREWITH. CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
	Name(s) of Registered Holder(s)
	Window Ticket Number (if any)
	Date of Execution of Notice of Guaranteed Delivery
	Name of Institution which guaranteed delivery
	If Delivered by Book-Entry Transfer, Complete the Following:
	Name of Tendering Institution
	Account Number and Transaction Code Number
BOX IV ATTENTION BROKER-DEALERS
¨	CHECK HERE IF THE UNDERSIGNED OR ANY BENEFICIAL OWNER OF TENDERED NOTES IS A BROKER-DEALER AND WISHES TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO: Name                                                                                                                                                                                      Address

6

BOX V SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 3 and 4)
To be completed ONLY if certificates for new notes and/or certificates for old notes not exchanged are to be issued in the name of someone other than the person(s) whose signature(s) appear(s) on this letter of transmittal in Box VII (Signature).
Issue:	New Notes issued and/or old notes not exchanged to:
Name(s)	(Please Type or Print)
	(Please Type or Print)
Address(es)
	(Zip Code)

Taxpayer Identification Number or Social Security Number

BOX VI SPECIAL DELIVERY INSTRUCTIONS (See Instructions 3 and 4)
To be completed ONLY if (1) certificates for new notes and/or certificates for old notes not exchanged are to be sent to someone other than the person(s) whose signature(s) appear(s) on this letter of transmittal in Box VII (Signature) at the address(es) indicated in Box I (Description of Tendered Notes) or (2) new notes and/or old notes not exchanged are to be issued or returned, respectively, to an account maintained at DTC other than the account indicated in Box III (Method of Delivery).
Send:	New Notes and/or old notes not exchanged to:
Name(s)	(Please Type or Print)
	(Please Type or Print)
Address(es)
	(Zip Code)
Credit:	New Notes and/or old notes not exchanged to DTC account as follows:
Name(s)	(Please Type or Print)
	(Please Type or Print)
Crediting Instructions
Account Number

7

BOX VII SIGNATURE: TO BE COMPLETED BY ALL TENDERING HOLDERS (See Instructions 1 and 3) In addition, Substitute Form W-9 on the following page must be completed and signed.
		, 200
		, 200
Signature(s) by Tendering Holder(s)		, 200     Date
Area Code and Telephone Number
For any tendered notes, this letter of transmittal must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the tendered notes or by any person(s) authorized to become registered holder(s) by endorsements and documents submitted with this letter of transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and the other information indicated below and, unless waived by us, submit evidence satisfactory to us of authority to act. See Instruction 3.
Name(s)
	(Please Type or Print)
Capacity

Address(es)
	(Including Zip Code)

Area Code and Telephone Number

Tax Identification Number or Social Security Number

SIGNATURE GUARANTEE
(if required by Instruction 3)
Signature(s) Guaranteed by an Eligible Guarantor Institution
	(Authorized Signature)
	(Print Name)
	(Title)
	(Name of Firm—Must be an Eligible Guarantor Institution as defined in Instruction 3)
	(Address)
	(Area Code and Telephone Number)

8

PAYOR’S NAME: AMVESCAP PLC*
	Name (if joint names, list first and circle the name of the person or entity whose number you enter in Part 1 below. See instructions if your name has changed).
	Address
SUBSTITUTE	City, State and ZIP Code
Form W-9	List account number(s) here (optional)
Department of the Treasury Internal Revenue Service	Part 1—PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER (“TIN”) IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	Social Security Number or TIN
	Part 2—Check the box if you are NOT subject to backup withholding under the provisions of section 3406(a)(1)(C) of the Internal Revenue Code because (1) you are exempt from backup withholding, or (2) you have not been notified by the Internal Revenue Service that you are subject to backup withholding as a result of a failure to report all interest or dividends or (3) the Internal Revenue Service has notified you that you are no longer subject to backup withholding.    ¨
	Part 3—CERTIFICATION—UNDER THE PENALTIES OR PERJURY, I CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.                                        Awaiting TIN  ¨

	SIGNATURE	DATE
*See Instruction 5.

Note: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9 ABOVE.
CERTIFICATE OF TAXPAYER AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (i) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration office or (ii) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the payor, a portion of payments made to me pursuant to the exchange offer shall be retained until I provide a taxpayer identification number to the payor and that, if I do not provide my taxpayer identification number within sixty (60) days, the retained amounts shall be remitted to the Internal Revenue Service as a backup withholding and all reportable payments made to me thereafter will be subject to backup withholding until I provide a number.
SIGNATURE	DATE

9

AMVESCAP PLC

INSTRUCTIONS TO LETTER OF TRANSMITTAL

FORMING PART OF THE TERMS AND CONDITIONS

OF THE EXCHANGE OFFER

1.    Delivery of this Letter of Transmittal and Tendered Notes; Guaranteed Delivery Procedures.    This letter of transmittal is to be completed by holders of old notes if certificates are to be forwarded with it. Certificates for all physically tendered old notes or a book-entry confirmation and, in the case of certificates, a properly completed and duly executed letter of transmittal (or manually signed facsimile of it) and all other documents required by this letter of transmittal, must be received by the exchange agent at the address set forth on the front cover and back cover this letter of transmittal prior to 5:00 p.m., New York City time, on the expiration date, or the tendering holder must comply with the guaranteed delivery procedures set forth below.

In the limited circumstances where old notes might have been certificated and a holder who wished to tender its old notes finds:

• the old notes are not immediately available;

• the holder cannot deliver the old notes, the letter of transmittal or any other required documents to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date;

• the holder cannot deliver a book-entry confirmation and otherwise complete the procedures for book-entry transfer before 5:00 p.m., New York City time, on the expiration date;

then the holder may effect a tender of old notes if:

• the tender of the old notes is made through an eligible guarantor institution;

• before 5:00 p.m., New York City time, on the expiration date, the exchange agent receives from the eligible guarantor institution:

(1)    a properly completed and duly executed notice of guaranteed delivery (by facsimile transmission, registered or certified mail or hand delivery),

(2)    the name and address of the tendering holder, and

(3)    the certificate number(s) of the tendered notes and the principal amount of the tendered notes, stating that the tender is being made and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the certificates(s) representing the tendered notes or a book-entry confirmation and, in the case of certificates, this letter of transmittal (or a facsimile of it), and any other documents required by this letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and

• the exchange agent receives, within three New York Stock Exchange trading days after the expiration date, the certificates(s) representing the tendered notes in proper form for transfer or a book-entry confirmation, and, in the case of certificates, this letter of transmittal (or a facsimile of it), and all other documents required by this letter of transmittal.

The method of delivery of this letter of transmittal, the tendered notes and all other required documents is at the election and risk of the tendering holders. The delivery will be deemed made only when actually received or confirmed by the exchange agent. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

10

2.    Tender by Registered Holder; Instructions to Beneficial Holders; Partial Tenders.    Only a holder in whose name old notes are registered may execute and deliver this letter of transmittal and tender old notes in the exchange offer. Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust, company or other nominee and who wishes to tender the old notes should:

• promptly contact the registered holder and instruct the registered holder to tender old notes on the beneficial owner’s behalf;

• properly complete and duly execute the form of “Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant From Beneficial Owner” accompanying this letter of transmittal; and

• timely deliver the form to the registered holder.

We and the exchange agent shall be entitled to rely upon all representations, warranties, covenants and instructions given or made by the registered holder and/or the beneficial owner. If the beneficial owner wishes to tender old notes on its own behalf, the beneficial owner must, prior to completing and executing this letter of transmittal and delivering its old notes, either make appropriate arrangements to register ownership of the old notes in the beneficial owner’s name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

Tendered notes must be in a minimum principal amount of $2,000 or an additional integral multiple of $1,000. If less than the entire principal amount of the old notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should indicate the aggregate principal amount of tendered notes in Box I (Description of Tendered Notes) under the caption “Aggregate Principal Amount Tendered.” The entire principal amount of old notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of old notes is not tendered for exchange, then (i) unless otherwise indicated in Box V (Special Issuance Instructions), certificates evidencing new notes and untendered old notes will be issued in the name of the person signing this letter of transmittal and (ii) unless otherwise indicated in Box VI (Special Delivery Instructions), the certificates will be sent to the person signing this letter of transmittal at the address indicated in Box I (Description of Tendered Notes) (or, in the case of a book-entry tender of old notes, credited to the account at DTC indicated in Box III (Method of Delivery)).

3.    Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures.    If the registered holder of the tendered notes signs this letter of transmittal, the signature must correspond exactly with the name(s) as written on the face of the certificates for the tendered notes without any change whatsoever. If any old notes that are tendered are owned of record by two or more joint owners, all owners must sign this letter of transmittal. If any tendered notes are registered in different names on several certificates, the holders must complete, sign and submit as many separate copies of this letter of transmittal as there are different registrations of certificates.

When this letter of transmittal is signed by the registered holder(s) of the tendered notes and tendered, no endorsements of certificates or separate bond powers are required. If, however, the new notes are to be issued or any untendered old notes are to be reissued to a person other than the registered holder, then endorsements of any certificates transmitted or separate bond powers are required. Signatures on the certificate(s) must be guaranteed by an eligible guarantor institution.

If this letter of transmittal is signed by a person other than the registered holder(s) of any certificate(s) specified in this letter of transmittal, the certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s) and signatures on each endorsement or bond power must be guaranteed by an eligible guarantor institution.

If this letter of transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, the persons should so indicate when signing, and, unless waived by us, evidence satisfactory to us of their authority to act must be submitted with this letter of transmittal.

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Endorsements on certificates for tendered notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a firm that is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or is a commercial bank or trust company having an office or correspondent in the United States, or is otherwise an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, and which is, in each case, a member of a recognized signature guarantee program (i.e., Securities Transfer Agents Medallion Program, Stock Exchange Medallion Program or New York Stock Exchange Medallion Signature Program).

It is unnecessary for the eligible guarantor institution to guarantee the signatures on this letter of transmittal if:

• the registered holder (which term for purposes of the exchange offer includes any participant of DTC whose name appears on a security position listing as the holder of the tendered notes) who has not completed Box V (Special Issuance Instructions) or Box VI (Special Delivery Instructions) on this letter of transmittal tenders the old notes; or

• an eligible guarantor institution tenders the old notes.

4.    Special Issuance and Delivery Instructions.    Tendering holders should indicate in the applicable boxes the name and address to which new notes issued pursuant to the exchange offer and/or substitute certificates evidencing untendered old notes are to be issued or sent if different from the name or address of the holder signing this letter of transmittal. In the case of issuance in a different name, the tendering holders must also indicate the taxpayer identification number or social security number of the person named. If no instructions are given, certificates evidencing new notes and untendered old notes will be returned to the person signing this letter of transmittal at the address indicated in Box I (Description of Tendered Notes) or, in the case of a book-entry tender of old notes, credited to the account at DTC indicated in Box III (Method of Delivery).

5.    Tax Identification Number.    Federal income tax law requires a holder whose old notes are accepted for exchange to provide us as payor with a Substitute Form W-9, which contains, among other things, the holder’s Taxpayer Identification Number, or TIN. In the case of an individual, the TIN is his or her social security number, and in the case of an entity, the TIN is typically the employer identification number. If the holder is a nonresident alien or a foreign entity, the holder must furnish to us a Form W-8, Certificate of Foreign Status in order to avoid backup withholding. If the holder does not furnish us a Substitute Form W-9 (with a valid TIN), or other documentation establishing that the holder is eligible for an exemption from backup withholding, the holder will be subject to backup withholding upon the delivery of the new notes and receipt of any reportable payments made by us after the exchange. In addition, failure to furnish the Substitute Form W-9, or other documentation establishing an exemption from backup withholding, may subject the holder to penalties.

If a holder otherwise subject to backup withholding does not have a TIN, the holder should consult its tax advisor and apply for a TIN. If the holder does not apply for a TIN, it will be subject to backup withholding under the rules outlined above. If the holder has applied for a TIN or intends to do so in the near future, the holder should indicate that it has “applied for” a TIN on the Substitute Form W-9. If the holder fails to furnish us with a TIN within 60 days of filing the Substitute Form W-9, we will apply backup withholding to all payments due to the holder.

6.    Transfer Taxes.    We will pay all transfer taxes, if any, applicable to the transfer of old notes to us pursuant to the exchange offer. If, however, new notes and/or substitute notes for untendered old notes are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the old notes, or if the old notes are registered in the name of any person other than the person signing this letter of transmittal, or if a transfer tax is imposed for any reason other than the transfer of old notes to us pursuant to the exchange offer, the tendering holder must pay the amount of any transfer taxes (whether imposed on the registered holder or any other persons). If the tendering holder does not provide satisfactory evidence of payment of the taxes or exemption from the taxes with this letter of transmittal, the tendering holder will receive a direct bill for the amount of the transfer taxes.

12

Except as provided in this Instruction 6, it will be unnecessary for transfer tax stamps to be affixed to old notes that are tendered.

7.    Waiver of Conditions.    We reserve the absolute right to amend, waive or modify any or all conditions relating to the exchange offer set forth in the prospectus.

8.    No Conditional Tenders.    We will not accept any alternative, conditional, irregular or contingent tenders. All holders of old notes, by execution of this letter of transmittal, shall waive any right to receive notice of the acceptance of their old notes for exchange.

9.    Mutilated, Lost, Stolen or Destroyed Old Notes.    Any holder whose old notes have been mutilated, lost, stolen or destroyed should contact the exchange agent at the address set forth on the front cover and back cover of this letter of transmittal for further instructions.

10.    Validity of Tenders.    We, in our sole discretion, will make a final and binding determination on all questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered notes. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes whose acceptance by us would, in the opinion of counsel, be unlawful. We also reserve the right, in our sole discretion, to waive any defects, irregularities or conditions of tender as to any old notes either before or after the expiration date. Our interpretation of the terms and conditions of the exchange offer (including the instructions in this letter of transmittal) will be final and binding on all parties. Unless waived, the tendering holder must cure any defects or irregularities in connection with tendered notes within the time period determined by us. Although we intend to request the exchange agent to notify holders of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent nor any other person has any duty to give this notice or will incur any liability for failure to give notification or for giving improper notification in connection therewith. Tenders of old notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in this letter of transmittal, as promptly as practicable following the expiration date.

11.    Acceptance of Tendered Notes and Issuance of Notes; Return of Notes.    Subject to the terms and conditions of the exchange offer, we will accept for exchange all validly tendered old notes as promptly as practicable after the expiration date and will then issue new notes as promptly as practicable. For purposes of the exchange offer, we shall be deemed to have accepted validly tendered notes when, as and if we have given oral (confirmed in writing) or written notice to the exchange agent. If any tendered notes are not accepted for exchange for any reason, the unexchanged tendered notes will be returned, without expense, to the person signing this letter of transmittal at the address indicated in Box I (Description of Tendered Notes), or, in the case of a book-entry tender of old notes, credited to the account at DTC instructed in Box III (Method of Delivery).

12.    Withdrawal.    Old notes that are tendered may be withdrawn only pursuant to the procedures set forth in the prospectus under “This Exchange Offer—Withdrawal of Tenders.”

13.    Requests for Assistance or Additional Copies.    Questions relating to the procedures for tendering, as well as requests for additional copies of the prospectus, this letter of transmittal and the notice of guaranteed delivery, may be directed to the exchange agent at the address and telephone number set forth on the front cover and back cover of this letter of transmittal.

13

SunTrust Bank,

as Exchange Agent

By Mail or Hand Delivery:	SunTrust Bank
	Corporate Trust Department
	25 Park Place, 24th Floor
	Atlanta, Georgia 30303-2900
	Attn:  Jack Ellerin
Facsimile Transmission:	(404) 588-7335
Confirm by Telephone:	(404) 588-7296

AMVESCAP PLC

INSTRUCTIONS TO REGISTERED HOLDER AND/OR

BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM BENEFICIAL OWNER

With Respect to the Tender of All

Outstanding 5.375% Senior Notes Due 2014

for Registered 5.375% Senior Notes Due 2014

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     ,

2005, UNLESS EXTENDED, THE EXPIRATION DATE. TENDERS MAY BE WITHDRAWN

PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Registered Holder and/or Participant of the Book-Entry Transfer Facility:

The undersigned hereby acknowledges receipt of the prospectus dated                     , 2005 of AMVESCAP PLC, a company incorporated under the laws of England and Wales, and the accompanying letter of transmittal, which together constitute the AMVESCAP’s offer to exchange the outstanding unregistered 5.375% senior notes due 2014 (referred to in the prospectus and letter of transmittal as the old notes) for registered 5.375% senior notes due 2014 (referred to in the prospectus and letter of transmittal as the new notes). For each old note accepted for exchange, the holder of such old note will receive a new note having a principal amount equal to that of the surrendered old note.

This will instruct you, the registered holder and/or participant in the book-entry transfer facility, which is The Depository Trust Company, as to the action to be taken by you relating to the exchange offer with respect to the old notes held by you for the account of the undersigned.

The aggregate face amount of the old notes held by you for the account of the undersigned is (insert amount): $                    .

With respect to the exchange offer, the undersigned hereby instructs you (check appropriate box):

¨ TO TENDER the following old notes held by you for the account of the undersigned (insert principal amount of old notes to be tendered, if any, in a minimum amount of $2,000 or an additional integral multiple of $1,000): $                            .

¨ NOT TO TENDER any old notes held by you for the account of the undersigned.

If the undersigned instructs you to tender the old notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the letter of transmittal that are to be made with respect to the undersigned as a beneficial owner of old notes, including, but not limited to, the representations that (i) the information set forth in Box II (Beneficial Owners) of the letter of transmittal with respect to the undersigned is correct, (ii) any new notes to be received by the undersigned in exchange for old notes tendered in the exchange offer will be acquired in the ordinary course of business and for investment purposes of the undersigned, (iii) the undersigned is not our “affiliate” within the meaning of Rule 405 under the Securities Act of 1933, as amended, or the Securities Act, and (iv) the undersigned has not engaged in and does not intend to engage in and has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the new notes. If the undersigned is a broker-dealer that will receive new notes for its own account in exchange for old notes that were acquired as a result of market-making or other

trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of any new notes. However, by so acknowledging and so delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned acknowledges as follows: Based on interpretations of the Securities Act by the staff of the Securities and Exchange Commission, or SEC, as set forth in “no-action” letters to third parties, we believe that the new notes may be offered for resale, resold and otherwise transferred by a holder under U.S. federal securities laws without further compliance with the registration and prospectus delivery requirements of the Securities Act; provided that (i) the holder acquires the new notes in the ordinary course of the holders’ business for investment purposes; and (ii) the holder is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the new notes. Any holder that is our affiliate or that intends to participate in the exchange offer for the purpose of distributing the new notes (i) may not rely on the interpretation by the staff of the SEC set forth in the above-mentioned “no-action” letters, (ii) may not tender the old notes in the exchange offer and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer transaction unless such sale or transfer is made pursuant to an exemption from such requirements. Failure to comply with such requirements may result in the holder incurring liability under the Securities Act for which we nor the exchange agent will not indemnify the holder. The undersigned acknowledges that we have not sought or received our own “no-action” letter with respect to the exchange offer, and we cannot assure the undersigned that the staff of the SEC would make a similar determination with respect to the exchange offer. The undersigned further acknowledges that we and the exchange agent may rely upon each of the foregoing representations and covenants for purposes of the exchange offer.

SIGN HERE

Name of Beneficial Owner(s):                                                                                                                                                         

Signature(s):                                                                                                                                                                                           

Name(s) (please print):                                                                                                                                                                       

Address:                                                                                                                                                                                                  

Area Code and Telephone Number:                                                                                                                                              

Taxpayer Identification Number or Social Security Number:                                                                                              

Date:                                                                                                                                                                                                          

2

AMVESCAP PLC

NOTICE OF GUARANTEED DELIVERY

With Respect to the Tender of All

Outstanding 5.375% Senior Notes Due 2014

for Registered 5.375% Senior Notes Due 2014

Pursuant to the Prospectus Dated                     , 2005

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2005, UNLESS EXTENDED, THE EXPIRATION DATE. TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS

As set forth in the letter of transmittal accompanying the prospectus dated                     , 2005 of AMVESCAP PLC, a company incorporated under the laws of England and Wales, this notice of guaranteed delivery or a form substantially equivalent hereto must be used to accept AMVESCAP’s offer to exchange the outstanding unregistered 5.375% senior notes due 2014 (referred to in the prospectus and letter of transmittal as the old notes), for registered 5.375% senior notes due 2014 (referred to in the prospectus and letter of transmittal as the new notes) if the tendering holder of old notes cannot, prior to 5:00 p.m., New York City time, on the expiration date (i) deliver the old notes, the letter of transmittal or any other documents required by the letter of transmittal to the exchange agent or (ii) deliver a confirmation of the book-entry tender of the old notes into the exchange agent’s account at The Depository Trust Company, or DTC, and otherwise complete the procedures for book-entry transfer. If required, this notice of guaranteed Delivery, properly completed and duly executed, must be delivered to SunTrust Bank, as the exchange agent for the exchange offer, as set forth below.

By Mail or Hand Delivery:	SunTrust Bank Corporate Trust Department 25 Park Place, 24th Floor Atlanta, Georgia 30303-2900 Attn.: Jack Ellerin
Facsimile Transmission:	(404) 588-7335
Confirm by Telephone:	(404) 588-7296

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

For any questions regarding this notice of guaranteed delivery or for any additional information, please contact the exchange agent by telephone at (404) 588-7296.

This form is not to be used to guarantee signatures. If a signature on the letter of transmittal is required to be guaranteed by an “eligible guarantor institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the letter of transmittal.

To the Holders of Old Notes:

You hereby tender to AMVESCAP PLC, upon the terms and subject to the conditions set forth in the prospectus and the letter of transmittal, receipt of which you hereby acknowledge, the principal amount of outstanding 5.375% senior notes due 2014 (which we refer to as the old notes) set forth below pursuant to the guaranteed delivery procedures.

All authority herein conferred or agreed to be conferred in this notice of guaranteed delivery and every obligation of yours under this notice of guaranteed delivery shall be binding upon your successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives and shall not be affected by, and shall survive your death or incapacity.

PLEASE SIGN AND COMPLETE

Signatures of Registered Holder(s) or Authorized Signatory

Name(s) of Registered Holder(s)

Principal Amount of Old Notes Tendered                                                                                                                                   

Date                                                                                                                                                                                                           

Address                                                                                                                                                                                                    

Area Code and Telephone Number                                                                                                                                                

If old notes will be delivered by book-entry transfer, provide the account number at The Depository Trust Company below:

Depository Account No.                                                                                                                                                                     

This notice of guaranteed delivery must be signed by the registered holder(s) of the old notes tendered hereby exactly as their name(s) appear on the certificates for such notes or on a security position listing such holder(s) as the owner(s) of such notes, or by person(s) authorized to become registered holder(s) of such notes by endorsements and documents submitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must provide the following information and, unless waived by AMVESCAP, submit with the letter of transmittal evidence satisfactory to AMVESCAP of such person’s authority to so act. See Instruction 2.

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s)

Capacity

Address(es)

2

GUARANTEE (Not to be used for signature guarantee) The undersigned, a firm that is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or is a commercial bank or trust company having an office or correspondent in the United States, or is otherwise an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, and which is, in each case, a member of a recognized signature guarantee program (i.e., Securities Transfer Agents Medallion Program, Stock Exchange Medallion Program or New York Stock Exchange Medallion Signature Program), guarantees deposit with the exchange agent of the letter of transmittal (or facsimile thereof), the old notes tendered hereby in proper form for transfer (or confirmation of the book-entry transfer of such old notes into the exchange agent’s account at DTC as described in the letter of transmittal) and any other required documents, all by 5:00 p.m., New York City time, within three New York Stock Exchange trading days after the expiration date.
Name of Firm	Authorized Signature
Address	Name
Area Code and Telephone Number	Title
	Date
DO NOT SEND OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.

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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1.    Delivery of this Notice of Guaranteed Delivery.    A properly completed and duly executed copy of this notice of guaranteed delivery and any other documents required by this notice of guaranteed delivery must be received by the exchange agent at its address set forth on the front and back cover of this notice of guaranteed delivery prior to 5:00 p.m., New York City time, on the expiration date. The method of delivery of this notice of guaranteed delivery and all other required documents is at the election and risk of the tendering holders. The delivery will be deemed made only when actually received or confirmed by the exchange agent. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

2.    Signatures on this Notice of Guaranteed Delivery.    If this notice of guaranteed delivery is signed by the registered holder(s) of the old notes referred to herein, the signature(s) must correspond exactly with the name(s) as written on the face of the certificates for the old notes (if the old notes have been certificated) without any change whatsoever. If this notice of guaranteed delivery is signed by a participant of DTC whose name appears on a security position listing as the holder of the old notes, the signature must correspond exactly with the name shown on the security position listing as the holder of the old notes.

If this notice of guaranteed delivery is signed by a person other than the registered holder(s) of any old notes or a participant of DTC, this notice of guaranteed delivery must be accompanied by appropriate bond powers, signed as the name(s) of the registered holder(s) appear(s) on the certificates for the old notes or signed as the name of the participant is shown on DTC’s security position listing.

If this notice of guaranteed delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and unless waived by AMVESCAP, submit with the letter of transmittal evidence satisfactory to AMVESCAP of such person’s authority to so act.

3.    Requests for Assistance or Additional Copies.    Questions relating to the procedures for tendering, as well as requests for additional copies of the prospectus, the letter of transmittal and this notice of guaranteed delivery, may be directed to the exchange agent at the address and telephone number set forth on the front cover and back cover of this notice of guaranteed delivery.

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SunTrust Bank,

as Exchange Agent

By Mail or Hand Delivery:	SunTrust Bank Corporate Trust Department 25 Park Place, 24th Floor Atlanta, Georgia 30303-2900 Attn.:    Jack Ellerin
Facsimile Transmission:	(404) 588-7335
Confirm by Telephone:	(404) 588-7296