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Amvescap PLC (IVZ)

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Thursday 19 October, 2000

Amvescap PLC

Offer for Perpetual PLC-Pt.2

Amvescap PLC
19 October 2000


PART 2

                                APPENDIX I
                                    
                Conditions and further terms of the Offer
                                    

The Offer will be subject to the following conditions:-

(a)    valid  acceptances  being  received  (and  not,  where  permitted,
   withdrawn) by not later than 3.00 p.m. on the first closing date of the
   Offer (or such later time(s) and/or date(s) as AMVESCAP may, subject to
   the rules of the Code, decide) in respect of not less than 90 per cent.
   (or  such  lesser percentage as AMVESCAP may decide) of the  Perpetual
   Shares to which the Offer relates, provided that, unless agreed by the
   Panel, this condition will not be satisfied unless AMVESCAP and/or its
   wholly-owned subsidiaries have acquired or agreed to acquire (pursuant to
   the  Offer  or  otherwise), directly or indirectly,  Perpetual  Shares
   carrying,  in aggregate, over 50 per cent. of the voting  rights  then
   normally exercisable at general meetings of Perpetual on such basis as
   may  be  required by The Panel on Takeovers and Mergers (the  'Panel')
   (including  for this purpose, to the extent (if any) required  by  the
   Panel,   any  voting  rights  attaching  to  any  shares   which   are
   unconditionally  allotted or issued before the  Offer  becomes  or  is
   declared  unconditional  as to acceptances, whether  pursuant  to  the
   exercise of conversion or subscription rights or otherwise); and for this
   purpose (i) the expression 'Perpetual Shares to which the Offer relates'
   shall be construed in accordance with sections 428-430F of the Companies
   Act; and (ii) shares which have been unconditionally allotted shall be
   deemed to carry the voting rights which they will carry on issue;
   
(b)   the  UK Listing Authority agreeing to admit the new AMVESCAP Shares
   to the Official List of the UK Listing Authority and (unless the Panel
   otherwise agree) such admission becoming effective in accordance with the
   Listing Rules of the UK Listing Authority and the London Stock Exchange
   agreeing to admit the new AMVESCAP Shares to trading on its market for
   listed securities and (unless the Panel otherwise agree) such admission
   becoming  effective  in accordance with its admission  and  disclosure
   standards;
   
(c)    the  Office  of  Fair  Trading  indicating,  in  terms  reasonably
   satisfactory to AMVESCAP, that it is not the intention of the Secretary
   of  State for Trade and Industry to refer the proposed acquisition  of
   Perpetual  by  AMVESCAP,  or  any matters arising  therefrom,  to  the
   Competition Commission;
   
(d)   the  Personal  Investment Authority, ('PIA')  having  notified  its
   agreement in writing to the change of the controller (for the purposes of
   the Rules of the PIA) of Perpetual or any other member of the Perpetual
   Group or such notification ceasing to be required, in each case, pursuant
   to the Offer and/or pursuant to the acquisition or proposed acquisition
   of any shares in, or control of, Perpetual by AMVESCAP;
   
(e)   the  Investment Management Regulatory Organisation ('IMRO')  having
   notified its agreement in writing in respect of each person who  will,
   pursuant  to the Offer and/or pursuant to the acquisition or  proposed
   acquisition  of any shares in, or control of, Perpetual  by  AMVESCAP,
   become a controller of Perpetual for the purposes of the Rules of IMRO,
   or  the period allowed under the Rules of IMRO for IMRO to notify  any
   objections  to  any such person becoming a controller  having  expired
   without notification of such objection;
   
(f)   no  government  or governmental, quasi-governmental, supranational,
   statutory or regulatory body, or any court, institution, investigative
   body, association, trade agency or professional or environmental body or
   (without prejudice to the generality of the foregoing) any other person
   or body in any jurisdiction (each, a 'Relevant Authority') having decided
   to take, instituted, implemented or threatened any action, proceedings,
   suit, investigation or enquiry or enacted, made or proposed any statute,
   regulation or order or otherwise taken any other step or done any thing,
   and there not being outstanding any statute, legislation or order, that
   would or is likely to:-
   
    (i)  restrict,   restrain,   prohibit,   delay,   impose   additional
         conditions   or  obligations  with  respect  to,  or   otherwise
         interfere  with  the  implementation  of,  the  Offer   or   the
         acquisition  of any Perpetual Shares by AMVESCAP or any  matters
         arising therefrom in any case to a materially adverse extent;

    (ii) result in  a  delay  in  the  ability  of  AMVESCAP,  or  render
         AMVESCAP  unable,  to  acquire some  or  all  of  the  Perpetual
         Shares;

    (iii)require,  prevent, delay or affect the divestiture  by  AMVESCAP
         or   any   of  its  subsidiaries,  subsidiary  undertakings   or
         associated undertakings (including any company of which  40  per
         cent.  or  more  of the voting capital is held by  the  AMVESCAP
         Group  or  any  partnership, joint venture, firm or  company  in
         which  AMVESCAP  Group has a 40 per cent. or  greater  interest)
         (together  the 'wider AMVESCAP Group') or Perpetual  or  any  of
         its   subsidiaries,   subsidiary  undertakings   or   associated
         undertakings  (including any company of which 40  per  cent.  or
         more  of  the voting capital is held by the Perpetual  Group  or
         any  partnership  joint venture firm or  company  in  which  the
         Perpetual  Group  has  a  40  per  cent.  or  greater   interest
         (together  the 'wider Perpetual Group') of all or  any  material
         portion  of  their  businesses,  assets  or  property   or   any
         Perpetual Shares or other securities in Perpetual or impose  any
         material  limitation on the ability of any of  them  to  conduct
         their  respective  businesses as currently  carried  on  or  own
         their  respective  assets or properties or any material  portion
         thereof;

    (iv)impose  any  material limitation on the ability of any member  of
         the  wider  AMVESCAP  Group  to  acquire  or  hold  or  exercise
         effectively, directly or indirectly, all rights of  all  or  any
         of  the Perpetual Shares (whether acquired pursuant to the Offer
         or otherwise);

    (v)  require any  member  of the wider AMVESCAP Group  or  the  wider
         Perpetual  Group  to  offer  to  acquire  any  shares  or  other
         securities  or  rights  thereover in any  member  of  the  wider
         Perpetual Group owned by any third party;

    (vi) make  the   Offer   or  its  implementation  or   the   proposed
         acquisition  of  Perpetual or any member of the wider  Perpetual
         Group  or  of  any  Perpetual Shares  or  any  other  shares  or
         securities  in,  or  control  of, Perpetual,  illegal,  void  or
         unenforceable in or under the laws of any jurisdiction;

    (vii)impose any limitation on the ability of any member of the  wider
         AMVESCAP  Group or the wider Perpetual Group to co-ordinate  its
         business,  or  any part of it, with the business  of  any  other
         member of the wider AMVESCAP Group or the wider Perpetual  Group
         in  a way which would be material in the context of the Offer or
         the Perpetual Group, taken as a whole; or

    (viii)    otherwise  materially adversely affect any or  all  of  the
         businesses,  assets, prospects or profits of any member  of  the
         wider  AMVESCAP  Group  or  the wider  Perpetual  Group  or  the
         exercise  of  rights of shares of any company in  the  Perpetual
         Group,

   and   all  applicable  waiting  periods  during  which  such  Relevant
   Authority  could  institute, implement or threaten  any  such  action,
   proceeding,  suit,  investigation, enquiry or reference  or  otherwise
   intervene having expired, lapsed or been terminated;

(g)   all  material authorisations, orders, grants, consents, clearances,
   licences,  permissions and approvals, in any jurisdiction,  reasonably
   necessary for or in respect of the Offer, the proposed acquisition of any
   shares or securities in, or control of, Perpetual or any member of the
   wider Perpetual Group by any member of the wider AMVESCAP Group or the
   carrying on of the business of any member of the wider Perpetual Group or
   the wider AMVESCAP Group, or any matters arising therefrom having been
   obtained  in  terms  reasonably  satisfactory  to  AMVESCAP  from  all
   appropriate Relevant Authorities or (without prejudice to the generality
   of the foregoing and save as fairly disclosed) from any persons or bodies
   with whom any members of the wider Perpetual Group or the wider AMVESCAP
   Group has entered into contractual arrangements where the absence of such
   would have a material adverse effect on the wider AMVESCAP Group or the
   wider   Perpetual  Group  as  the  case  may  be  and  such   material
   authorisations,   orders,  grants,  consents,  clearances,   licences,
   permissions and approvals remaining in full force and effect and there
   having been no intimation of any intention to revoke or not to renew the
   same and all necessary filings in respect of the Offer having been made,
   all  appropriate waiting and other time periods (including  extensions
   thereto)  under  any  applicable legislation and  regulations  in  any
   jurisdiction having expired, lapsed or been terminated and all necessary
   statutory or regulatory obligations in any jurisdiction in respect of the
   Offer  or the proposed acquisition of Perpetual by AMVESCAP or of  any
   Perpetual Shares or any matters arising therefrom having been complied
   with;
   
(h)  except as fairly disclosed by or on behalf of Perpetual to AMVESCAP,
   there being no provision of any agreement, instrument, permit, licence or
   other arrangement to which any member of the wider Perpetual Group is a
   party or by or to which it or any of its assets may be bound or subject
   which, as a consequence of the Offer or the acquisition of Perpetual or
   because of a change in the control or management of Perpetual  or  any
   member  of  the  Perpetual Group or any matters arising  therefrom  or
   otherwise, might reasonably be expected to have the result that:-
   
    (i) any    material   moneys   borrowed   by,   or   other   material
         indebtedness, actual or contingent, of any member of  the  wider
         Perpetual  Group  becomes  or  is  capable  of  being   declared
         repayable immediately or earlier than the repayment date  stated
         in  such  agreement,  instrument or  other  arrangement  or  the
         ability  of  any member of the wider Perpetual Group  to  borrow
         moneys   or  incur  indebtedness  is  withdrawn,  inhibited   or
         materially adversely affected;

    (ii)any  mortgage,  charge  or  other security  interest  is  created
         otherwise  than  in  the ordinary course of  business  over  the
         whole  or  any part of the business, property or assets  of  any
         member  of  the  wider  Perpetual Group  or  any  such  security
         (whenever arising) becomes enforceable;

    (iii)any   such  agreement,  instrument,  permit,  licence  or  other
         arrangement, or any right, interest, liability or obligation  of
         any  member  of the wider Perpetual Group therein, is terminated
         or  materially and adversely modified or affected or any  action
         is taken or onerous obligation arises thereunder;

    (iv)the  value  of  any member of the wider Perpetual  Group  or  its
         financial  or  trading  position  is  materially  prejudiced  or
         materially and adversely affected;

    (v) any  material  asset  or, other than in the  ordinary  course  of
         business,  any  asset  of  the wider Perpetual  Group  being  or
         falling to be charged or disposed of;

    (vi)the  rights,  liabilities, obligations or interests  or  business
         of  any member of the wider Perpetual Group in or with any other
         person,  firm  or company (or any arrangement relating  to  such
         interest  or  business) is terminated, materially and  adversely
         modified or materially and adversely affected; or

    (vii)any  member  of the wider Perpetual Group ceases to be  able  to
         carry  on business under any name under which it currently  does
         so;

(i)   since  30  September  1999  (being the date  to  which  the  latest
   published audited report and accounts of Perpetual were made up) and save
   as disclosed in Perpetual's published report and accounts for the year
   ended  30  September 1999, the Interim Results and  except  as  fairly
   disclosed by or on behalf of Perpetual to AMVESCAP, no member  of  the
   Perpetual Group having:-
   

    (i) save  for  the  issue of any shares pursuant to the  exercise  of
         any options under the Perpetual Share Option Schemes, issued  or
         agreed  to  issue  or  authorised  or  proposed  the  issue   of
         additional  shares  of  any class or  issued  or  authorised  or
         proposed the issue of or granted securities convertible into  or
         rights,  warrants or options to subscribe for  or  acquire  such
         shares  or  convertible  securities or  redeemed,  purchased  or
         reduced  or announced any intention to do so or made  any  other
         change to any part of its share capital;

    (ii)save  for  the  second  interim dividend of 43  pence  (net)  per
         Perpetual Share in respect of the year ended 30 September  2000,
         recommended,  declared, paid or made or proposed  to  recommend,
         declare,  pay  or make any dividend, bonus or other distribution
         other  than dividends lawfully paid to Perpetual or wholly-owned
         subsidiaries of Perpetual;

    (iii)authorised  or  proposed or announced its intention  to  propose
         any  merger  or  acquisition or disposal or transfer  of  assets
         (other  than  in the ordinary course of business) or  shares  or
         any change in its loan capital;

    (iv)issued  or authorised or proposed the issue of any debentures  or
         incurred  or increased any indebtedness or contingent  liability
         which  is  material in the context of the wider Perpetual  Group
         or the Offer;

    (v) disposed   of  or  transferred,  mortgaged,  charged  or  granted
         security  over  any  material  asset  or  any  right,  title  or
         interest  in  any material asset or entered into or  varied  any
         contract,  commitment  or arrangement  (whether  in  respect  of
         capital  expenditure or otherwise) which is of a  long  term  or
         unusual or onerous nature or which involves or could involve  an
         obligation  of such a nature or magnitude which is  material  or
         authorised, proposed or announced any intention to do so;

    (vi)entered  into, or varied the terms of, any contract or  agreement
         with any of the directors or senior executives of Perpetual;

    (vii)taken  or  proposed  any  corporate  action  or  had  any  legal
         proceedings  started against it for its winding-up,  dissolution
         or   reorganisation  or  for  the  appointment  of  a  receiver,
         administrator,  administrative  receiver,  trustee  or   similar
         officer of all or any of its assets and revenues;

    (viii)    waived  or compromised any claim which is material  in  the
         context  of  the wider Perpetual Group, taken as a whole,  other
         than in the ordinary course of business;

    (ix)made   any   amendment   to  its  memorandum   or   articles   of
         association;

    (x) entered  into any contract, transaction or arrangement  which  is
         or  is  likely to be materially restrictive on the  business  of
         any  member  of the wider Perpetual Group or the wider  AMVESCAP
         Group;

    (xi)entered  into any contract, commitment or agreement with  respect
         to  any  of  the  transactions or events  referred  to  in  this
         condition (i); and

    (xii)been  unable or admitted that it is unable to pay its  debts  or
         having  stopped or suspended (or threatened to stop or  suspend)
         payment of its debts generally or ceased or threatened to  cease
         carrying on all or a substantial part of its business;

(j)   since  30  September  1999  (being the date  to  which  the  latest
   published audited report and accounts of Perpetual were made up) and save
   as disclosed in Perpetual's published report and accounts for the year
   ended  30  September 1999, the Interim Results and  except  as  fairly
   disclosed by or on behalf of Perpetual to AMVESCAP:-
   
    (i) no   litigation,   arbitration,  prosecution   or   other   legal
         proceedings  having been instituted, announced or threatened  or
         become  pending or remained outstanding by or against any member
         of  the  wider  Perpetual Group or to which any  member  of  the
         wider   Perpetual  Group  is  a  party  (whether  as  plaintiff,
         defendant or otherwise) and the effect of which is or is  likely
         to  be  material  in the context of the wider  Perpetual  Group,
         taken as a whole, or in the context of the Offer;

    (ii)no  material  adverse  change having occurred  in  the  business,
         assets,  financial or trading position, profits or prospects  of
         any  member of the wider Perpetual Group to an extent  which  is
         material in the context of the wider Perpetual Group taken as  a
         whole or the Offer;

(k)   AMVESCAP  not  having discovered prior to the date when  the  Offer
   would otherwise become unconditional that:-
   
    (i) any  business,  financial  or  other information  concerning  any
         member  of the Perpetual Group publicly disclosed by any  member
         of   the   Perpetual   Group,   either   contains   a   material
         misrepresentation of fact or omits to state a fact necessary  to
         make   the   information   contained  therein   not   materially
         misleading; or

    (ii)any  member  of  the  wider Perpetual Group  is  subject  to  any
         liability   contingent  (for  the  purposes  of  UK   GAAP)   or
         otherwise,  which  is  not disclosed in the  annual  report  and
         accounts  of Perpetual for the financial year ended 30 September
         1999  and which should have been so disclosed in accordance with
         UK GAAP; and

AMVESCAP reserves the right to waive all or any of conditions (c) to (k)
(inclusive) above, in whole or in part.  Condition (b) must be fulfilled
within  21  days after the later of the first closing date of the  Offer
and  the date on which condition (a) is fulfilled and conditions (c)  to
(k) (inclusive) must be satisfied as at, or waived on or before, 21 days
after  the later of the first closing date of the Offer and the date  on
which condition (a) is fulfilled (or in each case such later date as the
Panel may agree) provided that AMVESCAP shall be under no obligation  to
waive or treat as satisfied any of condition (c) to (k) (inclusive) by a
date  earlier  than the latest date specified above for the satisfaction
thereof  notwithstanding that the other conditions of the Offer  may  at
such  earlier date have been waived or fulfilled and that there  are  at
such   earlier  date  no  circumstances  indicating  that  any  of  such
conditions may not be capable of fulfilment.

If  AMVESCAP  is  required by the Panel to make an offer  for  Perpetual
Shares  under  the provisions of Rule 9 of the Code, AMVESCAP  may  make
such  alterations to the conditions as are necessary to comply with  the
provisions of that Rule.

The  Offer  will  lapse  if  the Offer is referred  to  the  Competition
Commission  or  if  the  European Commission in respect  thereof  either
initiates proceedings under article 6(1)(c) of Council Regulation  (EEC)
4064/89  or  makes  a referral to a competent authority  of  the  United
Kingdom under article 9(1) of that Regulation, before (in any such case)
the  later of the first closing date of the Offer and the date when  the
Offer becomes or is declared unconditional as to acceptances.


                               APPENDIX II
                                    
                      Particulars of the Loan Notes

Subject  to receiving all necessary consents and waivers, which  AMVESCAP
is  using  all  reasonable endeavours to obtain as soon  as  practicable,
AMVESCAP  will make available a Loan Note Alternative pursuant  to  which
Perpetual  Shareholders  who validly accept  the  Offer  could  elect  to
receive Loan Notes to be issued by AMVESCAP instead of some or all of the
cash consideration which would otherwise be receivable under the Offer on
the following basis:

     For every £1 of cash consideration £1 nominal of Loan Notes

The  Loan Note Alternative, if made available, would be conditional  upon
the  Offer  becoming or being declared unconditional in all respects  and
would remain open for so long as the Offer remains open for acceptance.

The  Loan Notes would be constituted by a loan note instrument (the 'Loan
Note  Instrument') executed as a deed by AMVESCAP.  The issue of the Loan
Notes  would  be  conditional  on the Offer becoming  or  being  declared
unconditional  in all respects.  The Loan Note Instrument  would  contain
provisions, inter alia, to the effect set out below.

a)   Form and Status

The  Loan  Notes  would  be issued by AMVESCAP  in  amounts  of  integral
multiples  of  £1  in  nominal  amount  and  would  constitute  unsecured
obligations of AMVESCAP.  The Loan Note Instrument would not contain  any
restrictions on borrowing, disposals or charging of assets by AMVESCAP or
any member of the AMVESCAP Group.

b)   Interest

Interest  on the outstanding Loan Notes would be payable six  monthly  in
arrears  (subject  to  any requirement to deduct  tax  therefrom)  on  30
October and 30 April in each year or, if such a day is not a business day
(which  shall bear the same meaning in this Appendix II as  in  the  Loan
Note  Instrument)  on the next following business day ('interest  payment
dates').  The first payment of interest on the Loan Notes would  be  made
on 30 October 2001 in respect of the period from (and including) the date
that  the  offer  becomes wholly unconditional up to (and  including)  30
October  2001.  The period from (and including) the date of issue  up  to
(and  including) 30 October 2001 and the period from (but  excluding)  30
October  2001  or  any  subsequent  interest  payment  date  up  to  (and
including) the next following interest payment date is herein  called  an
'interest period'.

The  rate  of interest per annum payable on the Loan Notes would  be  the
rate  calculated by AMVESCAP to be 0.5 per cent. below LIBOR on the first
business day of the relevant interest period.

If  at  any time such rate of interest cannot be so established  for  any
interest  period, then the rate of interest on the Loan  Notes  for  such
interest period would be calculated by reference to such rate as AMVESCAP
shall  determine, acting reasonably, on the basis of quotations made  for
three  month  sterling deposits of similar size in such other appropriate
interbank market or markets as AMVESCAP may select.

Each instalment of interest would be calculated on the basis of a 365 day
year  (or,  in  the case of a leap year, a 366 day year) and  the  actual
number of days elapsed in the relevant interest period.

Each  interest  payment would be made to a holder of Loan  Notes  on  the
register  of  holders  of  Loan Notes at the close  of  business  on  the
relevant interest payment date.

A  holder  of  Loan Notes (a 'Noteholder') would be entitled  to  require
AMVESCAP to pay the whole (whatever the amount) or any part (being £1,000
nominal or any integral multiple thereof) of the principal amount of  his
holding  of  Loan  Notes at par, together with accrued  interest  thereon
(subject  to  any  requirement  to  deduct  tax  therefrom)  up  to  (and
including) the date of repayment, on any interest payment date falling on
or  after 30 October 2001, by giving not less than 30 days' prior  notice
in writing to AMVESCAP registrars accompanied by a certificate(s) for all
the  Loan  Notes to be repaid and a notice of redemption (duly completed)
in the prescribed form endorsed on the Loan Notes to be repaid.

If,  at  any time, the principal amount of all Loan Notes outstanding  is
less  than  £5  million,  AMVESCAP would have the  right  on  giving  the
remaining  Noteholders not less than 30 days' notice in writing  expiring
on 30 October 2001 or any subsequent interest payment date, to redeem all
(but  not  some only) of the outstanding Loan Notes at par together  with
accrued  interest  thereon  (subject to any  requirement  to  deduct  tax
therefrom) up to (and including) the date of redemption.

AMVESCAP would have the right to redeem on any interest payment date  the
Loan  Notes  at par together with accrued interest up to (and  including)
the  date  of  redemption  (subject to  any  requirement  to  deduct  tax
therefrom)  on  30  days' written notice to the Noteholders  if  interest
payment  under the Loan Notes is reasonably expected by AMVESCAP to  fall
to be treated as a distribution for corporation tax purposes or otherwise
to be non-deductible for corporation tax purposes.

Any  Loan Notes not previously so repaid, redeemed or purchased would  be
repaid  in full at par on 30 October 2005, together with accrued interest
thereon  (subject to any requirement to deduct tax therefrom) up to  (and
including) that date.

Any  Loan Notes repaid, purchased or redeemed will be cancelled and would
not be available for re-issue.

Each  Noteholder shall be entitled to require all of the Loan Notes  held
by him to be repaid at par together with accrued interest (subject to any
requirement to deduct any tax therefrom) immediately if:

     any  principal or interest on any of the Loan Notes  held  by  that
  Noteholder shall fail to be paid in full within 30 days after  the  due
  date for payment thereof; or

     an  order  is  made or an effective resolution is  passed  for  the
  winding up or dissolution of AMVESCAP (other than for the purposes of and
  followed by a reconstruction or an amalgamation of a members' voluntary
  winding  up  in each case on terms previously approved by extraordinary
  resolution of any holders of Loan Notes); or

     an  encumbrancer  takes  possession of,  or  a  trustee,  receiver,
  administrator or similar officer is appointed or an administration order
  is  made  in  respect of, the whole or substantially the whole  of  the
  undertaking  of  AMVESCAP and such person has  not  been  paid  out  or
  discharged within 30 days.

AMVESCAP  or  any other member of the AMVESCAP Group will be entitled  at
any  time  to  purchase  any  Loan Notes  by  tender  (available  to  all
Noteholders alike), private treaty or otherwise, at any price  agreed  by
the vendor.

c)   Modification

The  provisions  of  the  Loan Note Instrument  and  the  rights  of  the
Noteholders will be subject to modification, abrogation or compromise  in
any  respect with both the sanction of an extraordinary resolution of the
Noteholders and the consent of AMVESCAP.  AMVESCAP may, with the  consent
of  its  financial  adviser,  amend  the  provisions  of  the  Loan  Note
Instrument without such sanction or consent, if such amendment  is  of  a
formal, minor or technical nature or to correct a manifest error.

d)   Substitution or exchange

The  Loan Notes would contain provisions entitling AMVESCAP to substitute
any  other member of the AMVESCAP Group as the principal debtor under the
Loan  Note Instrument and the Loan Notes or to require all or any of  the
Noteholders  to exchange their Loan Notes for loan notes  issued  on  the
same  terms mutatis mutandis by such other members of the AMVESCAP Group.
References  to  AMVESCAP in this summary shall be construed  accordingly.
The  obligations  of  any  substituted  issuer  will  be  unconditionally
guaranteed as to payment of principal and interest by AMVESCAP.

The  Loan Notes will contain provisions intended to ensure that they  are
not  qualifying  corporate bonds for tax purposes in the  hands  of  non-
corporate shareholders.

e)   Registration, transfer and marketability

The  Loan Notes would be evidenced by certificates and will be registered
and  transferable  in  minimum amounts of £1,000  or  integral  multiples
thereof (or the entire holding), provided that the transfers will not  be
registered  during the 21 days immediately preceding an interest  payment
date or while the register of Noteholders is closed.

No  application  has been made or is intended to be  made  to  any  stock
exchange for the Loan Notes to be listed or otherwise traded.

The  Loan Notes would not be registered under the Securities Act  and  no
steps have been taken to qualify the Loan Notes for distribution in Japan
or  any province or territory of Canada and no prospectus in relation  to
the  Loan  Notes  would be lodged with or registered  by  the  Australian
Securities  Commission.   Accordingly,  unless  an  exemption  under  the
Securities  Act or relevant securities laws is available, the  Loan  Note
Alternative will not available in the United States, Canada, Australia or
Japan  and  the  Loan Notes would not be directly or indirectly  offered,
sold  or  delivered  in or into the United States, Canada,  Australia  or
Japan  or  to  or  for the account or benefit of any restricted  overseas
persons.

f)   Governing Law

The  Loan  Notes  and the Loan Note Instrument would be governed  by  and
construed in accordance with English Law.
     
                              APPENDIX III
                                    
                               Definitions

The  following definitions apply throughout this announcement unless  the
context otherwise requires:

'AMVESCAP' or 'Company'  AMVESCAP PLC
                         
'the AMVESCAP Group'     AMVESCAP     and    its    subsidiary
                         undertakings
                         
'AMVESCAP Shareholders'  holders of AMVESCAP Shares
                         
'AMVESCAP Shares'        ordinary  shares of 25p each  in  the
                         capital of AMVESCAP
                         
'Cazenove'               Cazenove & Co.

'City Code' or 'Code'    The   City  Code  on  Takeovers   and
                         Mergers
                         
'Companies Act'          The Companies Act 1985, as amended
                         
'CREST'                  The computerised settlement system to
                         facilitate the transfer of  title  to
                         shares   in   uncertificated    form,
                         operated by CrestCo Limited
                         
'Interim Results'        The interim results for Perpetual for
                         the six months ended 31 March 2000
                         
'LIBOR'                  London inter-bank offered rate

'Loan Notes'             The   variable  rate  unsecured  loan
                         notes   of  AMVESCAP  to  be   issued
                         pursuant to the Loan Note Alternative
                         subject  to  receiving all  necessary
                         consents and waivers
                         
'Loan Note Alternative'  The   alternative  whereby   eligible
                         Perpetual  Shareholders  who  validly
                         accept the Offer may elect to receive
                         Loan Notes in lieu of all or part  of
                         the  cash consideration to which they
                         would  otherwise have  been  entitled
                         under the Offer
                         
'London Stock Exchange'  London Stock Exchange plc
                         
'Merrill Lynch'          Merrill Lynch International

'new AMVESCAP Shares'    The  new AMVESCAP Shares proposed  to
                         be  issued  credited  as  fully  paid
                         pursuant to the Offer
                         
'Offer'                  The  recommended  offer  by  Schroder
                         Salomon  Smith Barney  on  behalf  of
                         AMVESCAP,  to  acquire the  Perpetual
                         Shares   and  including,  where   the
                         context  so  permits, the  Loan  Note
                         Alternative, and where the context so
                         requires,  any  subsequent  revision,
                         variation,  extension or  renewal  of
                         such Offer
                         
'Official List'          The  Official List of the UK  Listing
                         Authority
                         
'Panel'                  The Panel on Takeovers and Mergers
                         
'Perpetual'              Perpetual plc
                         
'the Perpetual Group'    Perpetual    and    its    subsidiary
                         undertakings
                         
'Perpetual Option        Holders   of   options   under    the
Holders'                 Perpetual Share Option Schemes
                         
'Perpetual               Holders of Perpetual Shares
Shareholders'            
'Perpetual Shares'       Ordinary  shares of 10p each  in  the
                         capital of Perpetual
'Perpetual Share Option  The   1985  Inland  Revenue  approved
Schemes'                 share  option  scheme  and  the  1987
                         unapproved share option scheme
                         
'Schroder Salomon Smith  Salomon     Brothers    International
Barney'                  Limited
                         
'Securities Act'         The  United States Securities Act  of
                         1933 (as amended)
                         
'UK Listing Authority'   The  Financial Services Authority  as
                         the  competent authority for  listing
                         in  the  UK  under  Part  IV  of  the
                         Financial Services Act 1986
                         
'United Kingdom' or      The  United Kingdom of Great  Britain
'UK'                     and Northern Ireland
                         
'United States' or 'US'  The  United  States of  America,  its
                         territories   and  possessions,   any
                         state  of the United States  and  the
                         District  of Columbia, and all  other
                         areas subject to its jurisdiction  or
                         any subdivisions thereof