EXHIBIT 4.20

                            SECOND AMENDMENT TO THE
                           AMVESCAP GLOBAL STOCK PLAN
             (Amended and Restated Effective as of January 1, 1997)
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     Acting pursuant to Section 10.5 of the AMVESCAP Global Stock Plan (the
"Plan"), the Remuneration Committee of the Board of Directors of AMVESCAP p.l.c.
hereby amends the Plan, effective as of January 1, 2001, as follows:

     1.  The definition of "Trust" contained in Article II of the Plan is hereby
amended to read in its entirety as follows:

     "Trust" shall mean the grantor trust of the Company from time to time to
which contributions are made in respect of the Plan and, in the case of any
Subsidiary, the term "Trust" shall be limited to such Subsidiary's Sub-Trust as
described in Section 1.3 of the Trust Agreement.  The Company and the
Subsidiaries intend that, in the event of the insolvency or bankruptcy of the
Company or any Subsidiary, only the assets of the Trust which are attributable
to the aggregate Account Balances of the Company or such Subsidiary's
Participants be available to pay the claims of the Company's or such
Subsidiary's creditors."

     2.  The last sentence of Section 6.4 of the Plan is hereby amended to read
in its entirety as follows:

     "Under no circumstances shall such Shares, cash or other property held in
the Trust revert to the Company or any of its Subsidiaries; however such Shares,
cash or other property shall be available to creditors of the Company or any
Subsidiary in the event of the Company's or such Subsidiary's insolvency in
accordance with the terms and conditions of Section 8.2 and the Trust
Agreement."

     3.  The third and fourth sentences of Section 7.1 of the Plan are hereby
amended to read in their entirety as follows:

     "Upon termination of a Participant's employment with the Company and its
Subsidiaries, the Shares, cash or other property credited to such Participant's
Account in respect of vested Awards shall continue to be invested in Shares,
cash or other property until a complete distribution of the value of the vested
Awards credited to such Account is made to such Participant; provided, however,
that during the period prior to a Participant's Permissive Retirement as
determined by the Management Committee, the Management Committee, in its sole
discretion and upon written notice by such Participant, may direct the Trustee
to sell any Shares or other property credited to such Participant's Account in
respect of vested Awards for cash or other property and direct the investment of
such proceeds in such manner as the Management Committee may


approve until a complete distribution of the value of the vested Awards
credited to such Account is made to such Participant. The Management Committee
(or its delegate) may, in its sole discretion, consult with the Participant as
to the investment of, or the timing of the distribution or sale of, Shares, cash
or other property credited to a Participant's Account in respect of vested
Awards."

     4.  The second paragraph of Section 8.2 of the Plan is hereby amended to
read in its entirety as follows:

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

     5.  The last sentence of Section 10.5 of the Plan is hereby amended to read
in its entirety as follows:

          "No portion of the assets held in the Trust shall revert to the
     Company or the Subsidiaries at any time except for the reimbursement of
     taxes pursuant to Section 10.1 and the Trust Agreement; provided that, in
     the event of the insolvency of the Company or any Subsidiary, the assets of
     the Trust shall be available to pay the claims of creditors of the Company
     or such Subsidiary, as the case may be, as provided in Section 8.2 and the
     Trust Agreement."