(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended March 31, 2009
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from to

Bermuda	98-0557567
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1555 Peachtree Street, N.E., Suite 1800, Atlanta, GA	30309
(Address of Principal Executive Offices)	(Zip Code)

Title of Each Class	Name of Exchange on Which Registered
Common Shares, $0.20 par value per share	New York Stock Exchange

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

	As of
	March 31,	December 31,
$ in millions	2009	2008
ASSETS

Current assets:
Cash and cash equivalents	333.1	585.2
Cash and cash equivalents of consolidated investment products	59.0	73.0
Unsettled fund receivables	445.6	303.7
Accounts receivable	223.5	239.3
Investments	107.2	123.6
Prepaid assets	72.6	55.6
Other current assets	59.0	72.2
Deferred tax asset, net	47.7	86.1
Assets held for policyholders	802.8	840.2
Total current assets	2,150.5	2,378.9
Non-current assets:
Investments	119.3	121.3
Investments of consolidated investment products	707.9	843.8
Prepaid assets	31.5	36.3
Deferred sales commissions	23.1	24.5
Deferred tax asset, net	28.6	37.2
Property and equipment, net	201.2	205.3
Intangible assets, net	139.6	142.8
Goodwill	5,904.0	5,966.8
Total non-current assets	7,155.2	7,378.0
Total assets	9,305.7	9,756.9

LIABILITIES AND EQUITY

Current liabilities:
Current maturities of long-term debt	301.7	297.2
Unsettled fund payables	421.7	288.3
Income taxes payable	0.4	37.9
Other current liabilities	373.8	639.8
Policyholder payables	802.8	840.2
Total current liabilities	1,900.4	2,103.4
Non-current liabilities:
Long-term debt	850.0	862.0
Other non-current liabilities	192.3	195.3
Total non-current liabilities	1,042.3	1,057.3
Total liabilities	2,942.7	3,160.7
Commitments and contingencies (See Note 10)
Equity:
Equity attributable to common shareholders:
Common shares ($0.20 par value; 1,050.0 million authorized; 426.6 million shares issued as of March 31, 2009, and December 31, 2008)	85.3	85.3
Additional paid-in-capital	5,272.3	5,352.6
Treasury shares	(1,048.6)	(1,128.9)
Retained earnings	1,468.1	1,476.3
Accumulated other comprehensive loss, net of tax	(172.4)	(95.8)
Total equity attributable to common shareholders	5,604.7	5,689.5
Equity attributable to noncontrolling interests in consolidated entities	758.3	906.7
Total equity	6,363.0	6,596.2
Total liabilities and equity	9,305.7	9,756.9

	Three Months Ended March 31,
$ in millions	2009	2008
Operating revenues:
Investment management fees	436.5	737.6
Service and distribution fees	89.0	138.4
Performance fees	10.9	11.0
Other	12.2	23.4
Total operating revenues	548.6	910.4
Operating expenses:
Employee compensation	235.8	272.8
Third-party distribution, service and advisory	148.2	247.1
Marketing	26.9	43.9
Property, office and technology	45.9	50.1
General and administrative	30.0	68.4
Total operating expenses	486.8	682.3
Operating income	61.8	228.1
Other income/(expense):
Equity in earnings of unconsolidated affiliates	2.5	17.9
Interest income	4.8	11.5
Gains and losses of consolidated investment products, net	(86.5)	(44.3)
Interest expense	(15.9)	(21.5)
Other gains and losses, net	(4.2)	(6.5)
Income before income taxes, including losses attributable to noncontrolling interests	(37.5)	185.2
Income tax provision	(20.3)	(73.8)
Net (loss)/income, including losses attributable to noncontrolling interests	(57.8)	111.4
Gains and losses attributable to noncontrolling interests in consolidated entities, net	88.5	43.8
Net income attributable to common shareholders	30.7	155.2
Earnings per share:
— basic	$0.08	$0.40
— diluted	$0.08	$0.39
Dividends declared per share	$0.10	$0.22

	Three Months Ended March 31,
$ in millions	2009	2008
Operating activities:
Net(loss)/income, including losses attributable to noncontrolling interests	(57.8)	111.4
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization and depreciation	16.0	16.6
Share-based compensation expense	23.7	26.7
Loss on disposal of property, equipment, software, net	0.1	0.1
Purchase of trading investments	(7.0)	(14.8)
Sale of trading investments	7.8	13.2
Other gains and losses, net	4.2	6.5
Gains and losses of consolidated investment products, net	86.5	44.3
Tax benefit from share-based compensation	29.8	29.3
Excess tax benefits from share-based compensation	—	(9.8)
Equity in earnings of unconsolidated affiliates	(2.5)	(17.9)
Changes in operating assets and liabilities:
Change in cash held at consolidated investment products	14.0	(12.5)
Increase in receivables	(61.7)	(19.2)
Decrease in payables	(233.1)	(308.3)
Net cash used in operating activities	(180.0)	(134.4)

Investing activities:
Purchase of property and equipment	(5.3)	(14.2)
Disposal of property and equipment	0.3	—
Purchase of available-for-sale investments	(5.8)	(21.1)
Proceeds from sale of available-for-sale investments	12.4	16.4
Purchase of investments by consolidated investment products	(26.2)	(51.5)
Proceeds from sale of investments by consolidated investment products	16.1	29.5
Returns of capital in investments of consolidated investment products	4.7	30.1
Purchase of other investments	(1.9)	(5.1)
Proceeds from sale of other investments	3.1	9.9
Acquisition earn-out payments	—	(129.6)
Net cash used in investing activities	(2.6)	(135.6)

Financing activities:
Proceeds from exercises of share options	1.7	26.6
Purchases of treasury shares	—	(168.2)
Dividends paid	(38.9)	—
Excess tax benefits from share-based compensation	—	9.8
Capital invested into consolidated investment products	8.0	5.7
Capital distributed by consolidated investment products	(14.6)	(17.1)
Borrowings of consolidated investment products	—	28.9
Repayments of consolidated investment products	—	(9.3)
Net (repayments)/borrowings under credit facility	(4.5)	260.6
Repayments of senior notes	(3.0)	—
Acquisition of remaining noncontrolling interest in subsidiary	(10.3)	—
Net cash (used in)/provided by financing activities	(61.6)	137.0

Decrease in cash and cash equivalents	(244.2)	(133.0)
Foreign exchange movement on cash and cash equivalents	(7.9)	19.5
Cash and cash equivalents, beginning of year	585.2	915.8
Cash and cash equivalents, end of year	333.1	802.3

Supplemental Cash Flow Information:
Interest paid	(9.7)	(13.8)
Interest received	5.2	11.5
Taxes paid	(15.5)	(71.8)

	Equity Attributable to Common Shareholders
$ in millions	Common Shares	Additional Paid-in-Capital	Treasury Shares	Retained Earnings	Accumulated Other Comprehensive Income	Non-controlling interests in consolidated entities	Total Equity
January 1, 2008	84.9	5,306.3	(954.4)	1,201.7	952.1	1,121.2	7,711.8
Net income, including losses attributable to noncontrolling interests	—	—	—	155.2	—	(43.8)	111.4
Other comprehensive income
Currency translation differences on investments in overseas subsidiaries	—	—	—	—	21.2	—	21.2
Change in minimum pension liability	—	—	—	—	(0.6)	—	(0.6)
Change in net unrealized gains on available-for- sale investments	—	—	—	—	(4.6)	—	(4.6)
Tax impacts of changes in accumulated OCI balances	—	—	—	—	1.6	—	1.6
Total comprehensive income							129.0
Change in noncontrolling interests in consolidated entities, net	—	—	—	—	—	4.8	4.8
Dividends	—	—	—	(89.5)	—	—	(89.5)
Employee share plans:
Share-based compensation	—	26.7	—	—	—	—	26.7
Vested shares	—	(10.9)	10.9	—	—	—	—
Exercise of options	0.4	21.4	4.8	—	—	—	26.6
Tax impact of share-based payment	—	9.8	—	—	—	—	9.8
Purchase of shares	—	—	(168.2)	—	—	—	(168.2)
March 31, 2008	85.3	5,353.3	(1,106.9)	1,267.4	969.7	1,082.2	7,651.0

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

	As of March 31, 2009
$ in millions	Fair Value Measurements	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Current assets:
Cash equivalents	226.6	157.4	69.2	—
Investments *
Available-for-sale	73.7	59.7	14.0	—
Trading investments	32.5	32.5	—	—
Assets held for policyholders	802.8	802.8	—	—
Total current assets	1,135.6	1,052.4	83.2	—
Non-current assets:
Investments – available-for-sale	13.5	—	—	13.5
Total assets at fair value	1,149.1	1,052.4	83.2	13.5

*	Other current cost method investments of $1.0 million are excluded from this table. Other non-current equity and cost method investments of $105.8 million are also excluded from this table. These investments are not measured at fair value, in accordance with applicable accounting standards.

	As of December 31, 2008
$ in millions	Fair Value Measurements	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Current assets:
Cash equivalents	365.8	209.4	156.4	—
Investments *
Available-for-sale	86.4	69.1	17.3	—
Trading investments	36.2	36.2	—	—
Assets held for policyholders	840.2	840.2	—	—
Total current assets	1,328.6	1,154.9	173.7	—
Non-current assets:
Investments – available-for-sale	17.5	—	—	17.5
Total assets at fair value	1,346.1	1,154.9	173.7	17.5

*	Other current cost method investments of $1.0 million are excluded from this table. Other non-current equity and cost method investments of $103.8 million are also excluded from this table. These investments are not measured at fair value, in accordance with applicable accounting standards.

$ in millions	2009	2008
January 1	17.5	39.0
Net unrealized gains and losses included in accumulated other comprehensive income/(loss)*	0.1	(3.8)
Purchases and issuances	—	0.9
Other than temporary impairment included in other gains and losses, net	(3.6)	(3.5)
Return of capital	(0.5)	(0.3)
March 31	13.5	32.3

*	Of these net unrealized gains and losses included in accumulated other comprehensive income/(loss), $0.1 million for the three months ended March 31, 2009, are attributed to the change in unrealized gains and losses related to assets still held at March 31, 2009.

	2009	2008
In millions
January 1	426.6	424.7
Exercise of options	—	1.9
March 31	426.6	426.6

	March 31,	December 31,
$ in millions	2009	2008
Net unrealized (losses)/gains on available-for-sale investments	(11.7)	(7.7)
Tax on unrealized (losses)/gains on available-for-sale investments	(0.5)	0.1
Cumulative foreign currency translation adjustments	(118.4)	(46.3)
Tax on cumulative foreign currency translation adjustments	1.2	1.3
Pension liability adjustments	(59.0)	(59.4)
Tax on pension liability adjustments	16.0	16.2
Total accumulated other comprehensive loss	(172.4)	(95.8)

	Three Months Ended
	March 31,
$ in millions	2009	2008
Net (loss)/income, including losses attributable to noncontrolling interests	(57.8)	111.4
Unrealized holding gains and losses on available-for-sale investments	(8.9)	(8.0)
Tax on net unrealized holding gains and losses on available-for-sale investments	(1.0)	1.2
Reclassification adjustments for net gains and losses on available-for-sale investments included in net income	4.9	3.4
Tax on reclassification adjustments for net gains and losses on available-for-sale investments included in net income	0.4	—
Foreign currency translation adjustments	(72.1)	21.2
Tax on foreign currency translation adjustments	(0.1)	0.2
Adjustments to pension liability	0.4	(0.6)
Tax on adjustments to pension liability	(0.2)	0.2
Total other comprehensive (loss)/income	(134.4)	129.0

In millions, except per share data	Net Income Attributable to Common Shareholders	Weighted Average Number of Shares*	Per Share Amount
For the three months ended March 31, 2009
Basic earnings per share	$30.7	394.1	$0.08
Dilutive effect of share-based awards	—	5.8	—
Diluted earnings per share	$30.7	399.9	$0.08

For the three months ended March 31, 2008
Basic earnings per share	$155.2	390.0	$0.40
Dilutive effect of share-based awards	—	10.8	—
Diluted earnings per share	$155.2	400.8	$0.39

*	The basic weighted average number of shares for the three months ended March 31, 2008, was restated upon the adoption of EITF 03-6-1, as discussed in Note 1. The adoption of FSP EITF 03-6-1 did not result in a change to the prior period reported EPS amounts.

$ in millions	Carrying Value	Company’s Maximum Risk of Loss
CLOs	13.5	13.5
Partnership and trust investments	18.8	18.8
Support agreements (See Note 10)	(2.5)	54.0
Total		86.3

$ in millions	Before Impact of Consolidated Investment Products	Variable Interest Entities	Other Consolidated Investment Products	Consolidated Total
As of March 31, 2009
Current assets	2,087.5	12.2	50.8	2,150.5
Non-current assets	6,447.3	71.7	636.2	7,155.2
Total assets	8,534.8	83.9	687.0	9,305.7
Current liabilities	1,895.9	0.7	3.8	1,900.4
Non-current liabilities	1,042.3	—	—	1,042.3
Total liabilities	2,938.2	0.7	3.8	2,942.7
Equity attributable to noncontrolling interests in consolidated entities	4.6	82.4	671.3	758.3
Equity attributable to common shareholders	5,592.0	0.8	11.9	5,604.7
Total liabilities and equity	8,534.8	83.9	687.0	9,305.7

$ in millions	Before Impact of Consolidated Investment Products	Variable Interest Entities	Other Consolidated Investment Products	Consolidated Total
As of December 31, 2008
Current assets	2,301.7	13.5	63.7	2,378.9
Non-current assets	6,534.2	141.9	701.9	7,378.0
Total assets	8,835.9	155.4	765.6	9,756.9
Current liabilities	2,098.3	1.0	4.1	2,103.4
Non-current liabilities	1,057.3	—	—	1,057.3
Total liabilities	3,155.6	1.0	4.1	3,160.7
Equity attributable to noncontrolling interests in consolidated entities	7.1	153.5	746.1	906.7
Equity attributable to common shareholders	5,673.2	0.9	15.4	5,689.5
Total liabilities and equity	8,835.9	155.4	765.6	9,756.9

$ in millions	Before Impact of Consolidated Investment Products	Variable Interest Entities	Other Consolidated Investment Products	Consolidated Total
Three Months ended March 31, 2009
Total operating revenues	550.2	(0.1)	(1.5)	548.6
Total operating expenses	(485.1)	(0.2)	(1.5)	(486.8)
Operating income	65.1	(0.3)	(3.0)	61.8
Equity in earnings of unconsolidated affiliates	2.5	—	—	2.5
Interest income	4.8	—	—	4.8
Other investment income/(losses)	(4.3)	(14.7)	(71.7)	(90.7)
Interest expense	(15.9)	—	—	(15.9)
Income before income taxes and noncontrolling interest	52.2	(15.0)	(74.7)	(37.5)
Income tax provision	(20.3)	—	—	(20.3)
Net (loss)/ income, including losses attributable to noncontrolling interests	31.9	(15.0)	(74.7)	(57.8)
(Income)/losses attributable to noncontrolling interests in consolidated entities, net of tax	(0.1)	15.0	73.6	88.5
Net income attributable to common shareholders	31.8	—	(1.1)	30.7

$ in millions	Before Impact of Consolidated Investment Products	Variable Interest Entities	Other Consolidated Investment Products	Consolidated Total
Three Months ended March 31, 2008
Total operating revenues	910.6	(0.2)	—	910.4
Total operating expenses	(682.0)	(0.3)	—	(682.3)
Operating income	228.6	(0.5)	—	228.1
Equity in earnings of unconsolidated affiliates	17.9	—	—	17.9
Interest income	11.5	—	—	11.5
Other investment income/(losses)	(6.5)	(34.4)	(9.9)	(50.8)
Interest expense	(21.5)	—	—	(21.5)
Income before income taxes and noncontrolling interest	230.0	(34.9)	(9.9)	185.2
Income tax provision	(73.8)	—	—	(73.8)
Net income, including losses attributable to noncontrolling interests	156.2	(34.9)	(9.9)	111.4
(Income)/losses attributable to noncontrolling interests in consolidated entities, net of tax	(0.4)	34.7	9.5	43.8
Net income attributable to common shareholders	155.8	(0.2)	(0.4)	155.2

	As of March 31, 2009
$ in millions	Fair Value Measurements	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Assets:
Investments held by consolidated investment products	707.9	33.2	—	674.7

	As of December 31, 2008
$ in millions	Fair Value Measurements	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Assets:
Investments held by consolidated investment products	843.8	82.8	—	761.0

$ in millions	Three Months Ended March 31, 2009
Beginning balance	761.0
Purchases and sales, net	2.2
Gains and losses included in the Condensed Consolidated Statement of Income*	(88.5)
Ending balance	674.7

*	Included in gains and losses in the Condensed Consolidated Statement of Income for the three months ended March 31, 2009, are $87.0 million in net unrealized losses attributable to investments held at March 31, 2009, by consolidated investment products.

	Three months ended March 31, 2009			Three months ended March 31, 2008
	Time- Vested	Performance- Vested	Weighted Average Grant Date Fair Value (pence)	Time- Vested	Performance- Vested
Millions of shares, except fair values
Unvested at the beginning of period	10.2	6.0	9.62	15.2	6.2
Forfeited during the period	(0.2)	—	9.21	(0.4)	(0.1)
Vested and distributed during the period	(1.4)	(2.2)	8.30	(0.9)	—
Unvested at the end of the period	8.6	3.8	10.02	13.9	6.1

	Three months ended March 31, 2009		Three months ended March 31, 2008
	Time- Vested	Weighted Average Grant Date Fair Value ($)	Time- Vested	Weighted Average Grant Date Fair Value ($)
Millions of shares, except fair values
Unvested at the beginning of period	3.5	26.67	—	—
Granted during the period	8.8	11.43	3.5	27.01
Forfeited during the period	—	27.01	—	—
Vested and distributed during the period	(0.6)	26.93	—	—
Unvested at the end of the period	11.7	15.28	3.5	27.01

	Three months ended March 31, 2009		Three months ended March 31, 2008
	Options (millions of shares)	Weighted Average Exercise Price (£ Sterling)	Options (millions of shares)
Outstanding at the beginning of the period	23.1	14.06	29.7
Forfeited during the period	(0.6)	17.83	(0.5)
Exercised during the period	(0.1)	6.68	(2.0)
Outstanding at the end of the period	22.4	14.00	27.2
Exercisable at the end of the period	22.4	14.05	24.2

	Three Months Ended March 31,
	Retirement Plans		Medical Plan
$ in millions	2009	2008	2009	2008
Service cost	(3.3)	(1.8)	(0.1)	—
Interest cost	(4.9)	(4.9)	(0.6)	(0.7)
Expected return on plan assets	5.3	5.6	0.1	0.1
Amortization of prior service cost	—	—	0.5	0.5
Amortization of net actuarial (loss)/gain	(0.3)	(0.5)	(1.1)	(1.2)
Settlement	—	—	—	—
Net periodic benefit cost	(3.2)	(1.6)	(1.2)	(1.3)

•

Earn-outs relating to the Invesco PowerShares acquisition. A contingent payment of up to $500.0 million could be due in October 2011, five years after the date of acquisition, based on compound annual growth in management fees (as defined and adjusted pursuant to the acquisition agreement) from an assumed base of $17.5 million at closing. The Year 5 management fees will be reduced by $50.0 million, for purposes of the calculation, since the second contingent payment was earned. For a compound annual growth rate (CAGR) in Year 5 below 15%, no additional payment will be made. For a CAGR in Year 5 between 15% and 75%, $5.0 million for each CAGR point above 15%, for a maximum payment of $300.0 million for a 75% CAGR. For a CAGR in Year 5 between 75% and 100%, $300.0 million, plus an additional $8.0 million for each CAGR point above 75%, for a maximum total payment of $500.0 million for a 100% CAGR.

•

Earn-outs relating to the WL Ross acquisition. Contingent payments of up to $55.0 million are due each year for the five years following the October 2006 date of acquisition based on the size and number of future fund launches. The maximum contingent payments of $220.0 million would require annual fund launches to total $4.0 billion.

$ in millions	Guarantors	Non-Guarantors	Issuer	Parent	Eliminations	Consolidated
As of March 31, 2009
Assets held for policyholders	—	802.8	—	—	—	802.8
Other current assets	82.3	1,236.8	7.3	21.3	—	1,347.7
Total current assets	82.3	2,039.6	7.3	21.3	—	2,150.5
Goodwill	2,302.8	3,184.2	417.0	—	—	5,904.0
Investments in subsidiaries	693.0	2,203.4	3,996.6	5,357.2	(12,250.2)	—
Other non-current assets	74.7	1,165.2	11.3	—	—	1,251.2
Total assets	3,152.8	8,592.4	4,432.2	5,378.5	(12,250.2)	9,305.7
Policyholder payables	—	802.8	—	—	—	802.8
Other current liabilities	29.3	750.4	317.4	0.5	—	1,097.6
Total current liabilities	29.3	1,553.2	317.4	0.5	—	1,900.4
Intercompany balances	335.6	(495.8)	387.0	(226.8)	—	—
Non-current liabilities	30.9	161.4	850.0	—	—	1,042.3
Total liabilities	395.8	1,218.8	1,554.4	(226.3)	—	2,942.7
Equity attributable to noncontrolling interests in consolidated entities	—	758.3	—	—	—	758.3
Equity attributable to common shareholders	2,757.0	6,615.3	2,877.8	5,604.8	(12,250.2)	5,604.7
Total liabilities and equity	3,152.8	8,592.4	4,432.2	5,378.5	(12,250.2)	9,305.7

$ in millions	Guarantors	Non- Guarantors	Issuer	Parent	Eliminations	Consolidated
As of December 31, 2008
Assets held for policyholders	—	840.2	—	—	—	840.2
Other current assets	96.9	1,406.7	10.7	24.4	—	1,538.7
Total current assets	96.9	2,246.9	10.7	24.4	—	2,378.9
Goodwill	2,302.8	3,236.8	427.2	—	—	5,966.8
Investments in subsidiaries	718.2	2,201.7	4,081.3	5,658.5	(12,659.7)	—
Other non-current assets	94.4	1,305.6	11.2	—	—	1,411.2
Total assets	3,212.3	8,991.0	4,530.4	5,682.9	(12,659.7)	9,756.9
Policyholder payables	—	840.2	—	—	—	840.2
Other current liabilities	38.2	933.2	291.4	0.4	—	1,263.2
Total current liabilities	38.2	1,773.4	291.4	0.4	—	2,103.4
Intercompany balances	385.0	(768.7)	390.8	(7.1)	—	—
Non-current liabilities	33.2	162.1	862.0	—	—	1,057.3
Total liabilities	456.4	1,166.8	1,544.2	(6.7)	—	3,160.7
Equity attributable to noncontrolling interests in consolidated entities	—	906.7	—	—	—	906.7
Equity attributable to common shareholders	2,755.9	6,917.5	2,986.2	5,689.6	(12,659.7)	5,689.5
Total liabilities and equity	3,212.3	8,991.0	4,530.4	5,682.9	(12,659.7)	9,756.9

$ in millions	Guarantors	Non- Guarantors	Issuer	Parent	Eliminations	Consolidated
For the three months ended March 31, 2009
Total operating revenues	117.5	431.1	—	—	—	548.6
Total operating expenses	(91.8)	(390.1)	(0.9)	(4.0)	—	(486.8)
Operating income/(losses)	25.7	41.0	(0.9)	(4.0)	—	61.8
Equity in earnings of unconsolidated affiliates	2.2	18.4	19.8	37.0	(74.9)	2.5
Other income/(expense)	(0.7)	(85.4)	(13.4)	(2.3)	—	(101.8)
Income/(losses) before income taxes and noncontrolling interest	27.2	(26.0)	5.5	30.7	(74.9)	(37.5)
Income tax provision	(8.7)	4.3	(15.9)	—	—	(20.3)
Net (loss)/ income, including losses attributable to noncontrolling interests	18.5	(21.7)	(10.4)	30.7	(74.9)	(57.8)
Losses attributable to the noncontrolling interests in consolidated entities, net of tax	—	88.5	—	—	—	88.5
Net income attributable to common shareholders	18.5	66.8	(10.4)	30.7	(74.9)	30.7

$ in millions	Guarantors	Non- Guarantors	Issuer	Parent	Eliminations	Consolidated
For the three months ended March 31, 2008
Total operating revenues	180.0	730.4	—	—	—	910.4
Total operating expenses	(128.6)	(546.6)	(0.5)	(6.6)	—	(682.3)
Operating income/(loss)	51.4	183.8	(0.5)	(6.6)	—	228.1
Equity in earnings of unconsolidated affiliates	17.7	50.0	130.2	161.8	(341.8)	17.9
Other income/(expense)	(1.5)	(51.8)	(7.5)	—	—	(60.8)
Income/(loss) before income taxes and noncontrolling interest	67.6	182.0	122.2	155.2	(341.8)	185.2
Income tax provision	(17.5)	(48.3)	(8.0)	—	—	(73.8)
Net income, including losses attributable to noncontrolling interests	50.1	133.7	114.2	155.2	(341.8)	111.4
Losses attributable to the noncontrolling interests in consolidated entities, net of tax	—	43.8	—	—	—	43.8
Net income attributable to common shareholders	50.1	177.5	114.2	155.2	(341.8)	155.2

$ in millions	Guarantors	Non- Guarantors	Issuer	Parent	Eliminations	Consolidated
For the three months ended March 31, 2009
Net cash used in operating activities	(17.1)	50.6	6.1	(15.7)	(203.9)	(180.0)
Net cash used in investing activities	(1.0)	(1.6)	—	—	—	(2.6)
Net cash used in financing activities	—	(273.7)	(7.5)	15.7	203.9	(61.6)
Decrease in cash and cash equivalents	(18.1)	(224.7)	(1.4)	—	—	(244.2)

$ in millions	Guarantors	Non- Guarantors	Issuer	Parent	Eliminations	Consolidated
For the three months ended March 31, 2008
Net cash used in operating activities	139.9	11.4	(268.8)	207.9	(224.8)	(134.4)
Net cash used in investing activities	(137.2)	1.6	30.6	—	(30.6)	(135.6)
Net cash provided by financing activities	—	(211.5)	234.7	(141.6)	255.4	137.0
Decrease in cash and cash equivalents	2.7	(198.5)	(3.5)	66.3	—	(133.0)

Index	Three Months Ended March 31, 2009	Month Ended April 30, 2009
Dow Jones Industrial Average	(12.48%)	7.56%
S&P 500	(11.01%)	9.57%
NASDAQ Composite Index	(2.79%)	12.40%
S&P/TSX Composite (Canada)	(2.00%)	7.26%
FTSE 100	(10.17%)	8.52%
FTSE World Europe	(10.60%)	14.76%
China SE Shanghai Composite	30.34%	4.43%
Nikkei 225	(7.60%)	8.86%
Lehman Brothers U.S. Aggregate Bond Index	0.12%	0.60%

	Three months ended March 31,
	2009	2008
Operating revenues	$548.6m	$910.4m
Net revenues ⁽¹⁾	$410.0m	$684.2m
Operating margin	11.3%	25.1%
Net operating margin ⁽²⁾	16.5%	35.9%
Net income attributable to common shareholders	$30.7m	$155.2m
Diluted EPS	$0.08	$0.39
Average assets under management (in billions)	$351.0	$476.6

(1)

Net revenues are operating revenues less third-party distribution, service and advisory expenses plus our proportional share of the net revenues of our joint venture investments. See “Schedule of Non-GAAP Information” for the reconciliation of operating revenues to net revenues.

(2)

Net operating margin is net operating income divided by net revenues. See “Schedule of Non-GAAP Information” for the reconciliation of operating income to net operating income.

		Benchmark Comparison			Peer Group Comparison
		% of AUM Ahead of Benchmark			% of AUM In Top Half of Peer Group
		1yr	3yr	5yr	1yr	3yr	5yr
Equities	U.S. Core	95%	95%	95%	97%	91%	90%
	U.S. Growth	52%	46%	65%	48%	49%	47%
	U.S. Value	25%	13%	3%	16%	3%	16%
	Sector	40%	48%	71%	46%	40%	57%
	U.K.	94%	93%	93%	92%	90%	91%
	Canadian	89%	63%	26%	78%	24%	24%
	Asian	53%	83%	92%	82%	73%	72%
	European	58%	63%	94%	48%	64%	85%
	Global	39%	53%	83%	22%	22%	25%
	Global Ex U.S. and Emerging Markets	96%	96%	96%	98%	98%	98%

Balanced	Balanced	72%	58%	59%	58%	19%	46%

Fixed Income	Money Market	64%	66%	64%	88%	95%	96%
	U.S. Fixed Income	34%	34%	36%	41%	37%	43%
	Global Fixed Income	67%	70%	72%	63%	62%	64%

Note:

For most products the rankings are as of 3/31/09. Exceptions include institutional products (12/31/08) and Australian retail (2/28/09). Includes assets with a minimum 1-year composite track record and populated benchmark return (for % assets ahead of benchmark) or peer group (for % assets in top half of peer group). AUM measured in the one-, three-, and five-year peer group rankings represents 68%, 67%, and 64% of total Invesco AUM, respectively, and AUM measured versus benchmark on a one-, three-, and five-year basis represents 84%, 81%, and 76% of total Invesco AUM, respectively, as of 3/31/09. Excludes Invesco PowerShares, stable value, alternatives, W.L. Ross & Co., Invesco Private Capital, direct real estate products and CLOs. Certain funds and products were excluded from the analysis because of limited benchmark or peer group data. Had these been available, results may have been different. Performance assumes the reinvestment of dividends. Past performance is not indicative of future results and may not reflect an investor’s experience.

$ in billions	2009	2008
January 1	357.2	500.1
Long-term inflows	14.3	20.8
Long-term outflows	(13.6)	(29.2)
Long-term net flows	0.7	(8.4)
Net flows in money market funds	8.6	9.6
Market gains and losses/reinvestment	(16.3)	(33.5)
Foreign currency translation	(2.0)	2.5
March 31	348.2	470.3
Average long-term AUM	264.9	400.5
Average institutional money market AUM	86.1	76.1
Average AUM	351.0	476.6
Gross revenue yield on AUM⁽¹⁾	63.1bps	77.4bps
Gross revenue yield on AUM before performance fees⁽¹⁾	61.8bps	76.5bps
Net revenue yield on AUM⁽²⁾	46.7bps	57.4bps
Net revenue yield on AUM before performance fees⁽²⁾	45.5bps	56.5bps

(1)

Gross revenue yield on AUM is equal to annualized total operating revenues divided by average AUM, excluding joint venture (JV) AUM. Our share of the average AUM in the first quarter for our JVs in China was $3.2 billion (fourth quarter 2008: $3.1 billion; first quarter 2008: $6.2 billion). We believe that it is appropriate exclude the average AUM of our JVs for purposes of computing gross revenue yield on AUM, because the revenues resulting from these AUM are not presented in our operating revenues. Under U.S. GAAP, our share of the pre-tax earnings of the JVs is recorded as equity in earnings of unconsolidated affiliates on our Condensed Consolidated Statements of Income.

(2)

Net revenue yield on AUM is equal to annualized net revenues divided by average AUM, including JV AUM. See “Schedule of Non-GAAP Information” for a reconciliation of operating revenues to net revenues.

$ in billions	Total	Retail	Institutional	Private Wealth Management
December 31, 2008 AUM⁽¹⁾	357.2	149.2	194.6	13.4
Long-term inflows	14.3	9.6	3.2	1.5
Long-term outflows	(13.6)	(8.5)	(3.7)	(1.4)
Long-term net flows	0.7	1.1	(0.5)	0.1
Net flows in money market funds	8.6	—	8.6	—
Market gains and losses/reinvestment	(16.3)	(12.4)	(3.5)	(0.4)
Foreign currency translation	(2.0)	(1.2)	(0.8)	—
March 31, 2009 AUM	348.2	136.7	198.4	13.1

December 31, 2007 AUM⁽¹⁾	500.1	259.5	223.1	17.5
Long-term inflows	20.8	14.5	5.1	1.2
Long-term outflows	(29.2)	(19.3)	(8.7)	(1.2)
Long-term net flows	(8.4)	(4.8)	(3.6)	—
Net flows in money market funds	9.6	0.4	9.2	—
Market gains and losses/reinvestment	(33.5)	(26.6)	(6.2)	(0.7)
Foreign currency translation	2.5	0.2	2.3	—
March 31, 2008 AUM	470.3	228.7	224.8	16.8

$ in billions	Total	Equity	Fixed Income	Balanced	Money Market	Alternatives⁽²⁾
December 31, 2008 AUM	357.2	128.5	60.6	32.8	84.2	51.1
Long-term inflows	14.3	6.2	4.1	2.1	1.0	0.9
Long-term outflows	(13.6)	(6.4)	(2.8)	(2.2)	(1.1)	(1.1)
Long-term net flows	0.7	(0.2)	1.3	(0.1)	(0.1)	(0.2)
Net flows in money market funds	8.6	—	—	—	8.6	—
Market gains and losses/reinvestment	(16.3)	(11.7)	0.3	(1.4)	0.1	(3.6)
Foreign currency translation	(2.0)	(1.0)	(0.3)	(0.4)	(0.1)	(0.2)
March 31, 2009 AUM	348.2	115.6	61.9	30.9	92.7⁽³⁾	47.1

December 31, 2007 AUM	500.1	249.3	71.7	40.3	77.0	61.8
Long-term inflows	20.8	11.8	3.9	1.7	1.0	2.4
Long-term outflows	(29.2)	(17.6)	(5.8)	(2.9)	(0.8)	(2.1)
Long-term net flows	(8.4)	(5.8)	(1.9)	(1.2)	0.2	0.3
Net flows in money market funds	9.6	0.2	—	(0.1)	9.5	—
Market gains and losses/reinvestment	(33.5)	(29.8)	—	(2.1)	0.5	(2.1)
Foreign currency translation	2.5	1.3	0.6	0.3	0.1	0.2
March 31, 2008 AUM	470.3	215.2	70.4	37.2	87.3	60.2

(1)	The beginning balances were adjusted to reflect certain asset reclassifications.
(2)	The alternatives asset class includes financial structures, absolute return, real estate, private equity, asset allocation, portable alpha and multiple asset strategies.
(3)	Ending Money Market AUM includes $87.8 billion in institutional money market AUM and $4.9 billion in retail money market AUM.

$ in billions	Total	U.S.	Canada	U.K.	Continental Europe	Asia
December 31, 2008 AUM	357.2	232.6	24.1	56.7	22.3	21.5
Long-term inflows	14.3	7.2	0.7	3.8	1.6	1.0
Long-term outflows	(13.6)	(7.9)	(1.2)	(1.4)	(1.9)	(1.2)
Long-term net flows	0.7	(0.7)	(0.5)	2.4	(0.3)	(0.2)
Net flows in money market funds	8.6	6.4	—	0.1	2.0	0.1
Market gains and losses/reinvestment	(16.3)	(8.6)	(1.5)	(5.3)	(1.1)	0.2
Foreign currency translation	(2.0)	—	(0.5)	(0.5)	(0.5)	(0.5)
March 31, 2009 AUM	348.2	229.7	21.6	53.4	22.4	21.1

December 31, 2007 AUM	500.1	289.8	46.6	90.0	36.8	36.9
Long-term inflows	20.8	10.0	1.0	4.6	3.2	2.0
Long-term outflows	(29.2)	(14.0)	(2.9)	(2.7)	(5.9)	(3.7)
Long-term net flows	(8.4)	(4.0)	(1.9)	1.9	(2.7)	(1.7)
Net flows in money market funds	9.6	8.2	—	0.5	0.8	0.1
Market gains and losses/reinvestment	(33.5)	(12.3)	(1.4)	(11.5)	(3.0)	(5.3)
Foreign currency translation	2.5	—	(1.2)	0.9	1.1	1.7
March 31, 2008 AUM	470.3	281.7	42.1	81.8	33.0	31.7

	Three Months Ended March 31,
$ in millions	2009	2008	$ Change	% Change
Investment management fees	436.5	737.6	(301.1)	(40.8)%
Service and distribution fees	89.0	138.4	(49.4)	(35.7)%
Performance fees	10.9	11.0	(0.1)	(0.9)%
Other	12.2	23.4	(11.2)	(47.9)%
Total operating revenues	548.6	910.4	(361.8)	(39.7)%
Third-party distribution, service and advisory expenses	(148.2)	(247.1)	98.9	(40.0)%
Proportional share of revenues, net of third-party distribution expenses, from joint venture investments	9.6	20.9	(11.3)	(54.1)%
Net revenues	410.0	684.2	(274.2)	(40.1)%

	Three Months Ended March 31,
$ in millions	2009	2008	$ Change	% Change
Employee compensation	235.8	272.8	(37.0)	(13.6)%
Third-party distribution, service and advisory	148.2	247.1	(98.9)	(40.0)%
Marketing	26.9	43.9	(17.0)	(38.7)%
Property, office and technology	45.9	50.1	(4.2)	(8.4)%
General and administrative	30.0	68.4	(38.4)	(56.1)%
Total operating expenses	486.8	682.3	(195.5)	(28.7)%

Three Months Ended: $ in millions	March 31, 2009	% of Total Operating Expenses	% of Operating Revenues	March 31, 2008	% of Total Operating Expenses	% of Operating Revenues
Employee compensation	235.8	48.4%	43.0%	272.8	40.0%	30.0%
Third-party distribution, service and advisory	148.2	30.4%	27.0%	247.1	36.2%	27.1%
Marketing	26.9	5.5%	4.9%	43.9	6.5%	4.8%
Property, office and technology	45.9	9.4%	8.4%	50.1	7.3%	5.5%
General and administrative	30.0	6.3%	5.5%	68.4	10.0%	7.5%
Total operating expenses	486.8	100.0%	88.8%	682.3	100.0%	74.9%

	Three Months Ended
	March 31,
$in millions	2009	2008
Operating revenues, GAAP basis	548.6	910.4
Third-party distribution, service and advisory expenses	(148.2)	(247.1)
Proportional share of net revenues from joint venture arrangements	9.6	20.9
Net revenues	410.0	684.2
Operating income, GAAP basis	61.8	228.1
Proportional share of operating income from joint venture investments	5.8	17.2
Net operating income	67.6	245.3
Operating margin*	11.3%	25.1%
Net operating margin**	16.5%	35.9%

*	Operating margin is equal to operating income divided by operating revenues.
**	Net operating margin is equal to net operating income divided by net revenues.

$ in millions	March 31, 2009	December 31, 2008	$ Change	% Change
Cash and cash equivalents	333.1	585.2	(252.1)	(43.1)%
Unsettled fund receivables	445.6	303.7	141.9	46.7%
Current investments	107.2	123.6	(16.4)	(13.3)%
Assets held for policyholders	802.8	840.2	(37.4)	(4.5)%
Non-current investments	119.3	121.3	(2.0)	(1.6)%
Investments of consolidated investment products	707.9	843.8	(135.9)	(16.1)%
Goodwill	5,904.0	5,966.8	(62.8)	(1.1)%
Policyholder payables	802.8	840.2	(37.4)	(4.5)%
Current maturities of long-term debt	301.7	297.2	4.5	1.5%
Long-term debt	850.0	862.0	(12.0)	(1.4)%
Equity attributable to noncontrolling interests in consolidated entities	758.3	906.7	(148.4)	(16.4)%
Equity attributable to common shareholders	5,604.7	5,689.5	(84.8)	(1.5)%

	For the Three months Ended
	March 31,
$ in millions	2009	2008
Net cash (used in)/provided by:
Operating activities	(180.0)	(134.4)
Investing activities	(2.6)	(135.6)
Financing activities	(61.6)	137.0
Decrease in cash and cash equivalents	(244.2)	(133.0)
Foreign exchange	(7.9)	19.5
Cash and cash equivalents, beginning of period	585.2	915.8
Cash and cash equivalents, end of period	333.1	802.3

$ in millions	March 31, 2009	December 31, 2008
Unsecured Senior Notes:
4.5% — due December 15, 2009	294.2	297.2
5.625% — due April 17, 2012	300.0	300.0
5.375% — due February 27, 2013	350.0	350.0
5.375% — due December 15, 2014	200.0	200.0
Floating rate credit facility expiring March 31, 2010	7.5	12.0
Total long-term debt	1,151.7	1,159.2
Less: current maturities of long-term debt	301.7	297.2
Non-current maturities of long-term debt	850.0	862.0

$ millions	Total	Q1 2009	Q4 2008	Q3 2008	Q2 2008
Net income attributable to common shareholders	357.2	30.7	31.9	131.8	162.8
Tax expense	182.5	20.3	35.8	49.2	77.2
Amortization/depreciation	67.0	16.0	17.2	16.7	17.1
Interest expense	71.3	15.9	17.8	18.3	19.3
Share-based compensation expense	92.3	23.7	5.7	31.7	31.2
Unrealized losses from investments	35.2	6.6	14.6	9.6	4.4
EBITDA*	805.5	113.2	123.0	257.3	312.0
Total debt	$1,151.7
Leverage ratio (Debt/EBITDA)	1.48
Interest coverage (EBITDA/Interest Expense)	11.31

EBITDA is a non-GAAP financial measure; however management does not use this measure for anything other than these debt covenant calculations. The calculation of EBTIDA above (a reconciliation from net income attributable to common shareholders) is defined by our credit facility agreement, and therefore net income attributable to common shareholders is the most appropriate GAAP measure from which to reconcile to EBITDA.

•	The probability that the company will be unable to collect all amounts due according to the contractual terms of a debt security not impaired at acquisition;

•	The length of time and the extent to which the market value has been less than cost;

•

The financial condition and near-term prospects of the issuer, including any specific events which may influence the operations of the issuer such as changes in technology that may impair the earnings potential of the investment or the discontinuance of a component of the business that may affect the future earnings potential;

•	The intent and ability of the company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value;

•	The decline in the security’s value due to an increase in market interest rates or a change in foreign exchange rates since acquisition;

•	Determination that the security is not realizable; or

•	An adverse change in estimated cash flows of a beneficial interest.

•

Causing the value of AUM to decrease.

•

Causing the returns realized on AUM to decrease (impacting performance fees).

•

Causing clients to withdraw funds in favor of investments in markets that they perceive to offer greater opportunity and that the company does not serve.

•

Causing clients to rebalance assets away from investments that the company manages into investments that the company does not manage.

•

Causing clients to reallocate assets away from products that earn higher revenues into products that earn lower revenues.

May 8, 2009

By:/s/ MARTIN L. FLANAGAN

President and Chief Executive Officer

May 8, 2009

By:/s/ LOREN M. STARR

Senior Managing Director and Chief Financial Officer

INVESCO GLOBAL STOCK PLAN

Assumed by Invesco Ltd. on November 30, 2007

Amended and Restated as of April 1, 2009

INVESCO GLOBAL STOCK PLAN

ARTICLE I

PURPOSES OF THE PLAN

The main purposes of the Invesco Global Stock Plan are (i) to provide additional incentives to employees, including directors who are also employees, of Invesco Ltd. and its Subsidiaries in the form of contingent awards of common shares of Invesco Ltd., (ii) to seek to retain such Participants by making a portion of their compensation contingent upon the satisfaction of certain vesting requirements, and (iii) to enhance a long-term mutuality of interest between Participants and shareholders of the Company.

ARTICLE II

DEFINITIONS

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

Account. "Account" shall mean a book account which may be maintained by a Participant's employer (the Company or a Subsidiary, as the case may be) reflecting the Shares, cash and other property, together with earnings and distributions thereon, credited to a Participant with respect to his Deferred Share Award(s) pursuant to Section 6.2(a).

Average Cost Per Share. "Average Cost Per Share," with respect to a Deferred Share Award and any crediting or reinvestment of amounts pursuant to Section 6.2(a), as the case may be ("Reinvestment"), shall mean the average cost per share purchased with respect to such Award or Reinvestment, as the case may be, as determined in any reasonable manner by the Plan Administration Committee

Award Certificate. "Award Certificate" shall mean a written instrument which evidences a Share Award and includes such provisions governing such Share Award, not inconsistent with the Plan, as may be specified by the Plan Administration Committee.

Award Date. "Award Date" shall mean, with respect to a Share Award, the date specified by the Plan Administration Committee with respect to the grant of such Share Award.

Beneficiary. "Beneficiary" shall mean the person or persons determined to be a Participant's beneficiary pursuant to Section 9.3.

Board of Directors. "Board of Directors" shall mean the Board of Directors of the Company.

Cause. "Cause" shall mean, when used in connection with the termination of a Participant's employment, the termination of the Participant's employment by the Company or a Subsidiary on account of (i) the willful violation by the Participant of (x) any law, (y) any rule of the Company or such Subsidiary or (z) any rule or regulation of any regulatory body to which the Company or such Subsidiary is subject, including, without limitation, The Stock Exchange or any other exchange or contract market of which the Company or such Subsidiary is a member, which violation would materially reflect on the Participant's character, competence or integrity, (ii) a breach by a Participant of the Participant's duty of loyalty to the Company and/or its Subsidiaries in contemplation of the Participant's termination of employment with the Company or a Subsidiary, such as the Participant's solicitation of customers or employees of the Company or any Subsidiary prior to the

termination of his employment or (iii) the Participant's unauthorized removal from the premises of the Company or a Subsidiary of any records, files, memoranda, data in machine readable form, reports, fee lists, customer lists, drawings, plans, sketches, or other documents (in any medium or form) relating to the business of the Company or a Subsidiary or the customers of the Company or a Subsidiary, including, but not limited to, all intellectual property and proprietary research which the Participant uses, develops or comes in contact with in the course of or as the result of his employment with the Company or a Subsidiary, as the case may be. Any rights the Company or a Subsidiary may have hereunder in respect of the events giving rise to Cause shall be in addition to the rights the Company or such Subsidiary may have under any other agreement with the employee or at law or in equity. If, subsequent to a Participant's voluntary termination of employment or involuntary termination of employment without Cause, it is discovered that the Participant's employment could have been terminated for Cause, such Participant's employment shall, at the election of the Plan Administration Committee in its sole discretion, be deemed for the purposes of this Plan to have been terminated for Cause.

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

(i) (a) the effective time of the merger or other business combination of the Company

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

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

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

(iv) a change in the composition of the Board of Directors such that individuals who, as of December 1, 2002, constituted the Board of Directors (generally the "Directors" and as of November 30, 2004, the "Continuing Directors") cease for any reason to constitute at least a majority thereof, provided that any person becoming a Director subsequent to November 30, 2004, whose nomination for election was approved by a vote of at least a majority of the Continuing Directors (other than a nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest

relating to the election of the Directors) shall be deemed to be a Continuing Director; and

(y) with respect to a Subsidiary, the consummation of the sale of the capital stock or all or substantially all of the assets of such Subsidiary to a third party that is not affiliated with the Company or any Subsidiary, or the effective time of the merger or other business combination of such Subsidiary with or into, a third party that is not. affiliated with the Company or any Subsidiary.

For the purpose of clause (x)(iii) above, (A) a person shall be deemed to have obtained "Control of the Company" if he and others acting in concert with him have together obtained Control of it and (B) "Control" shall mean, in relation to the Company, the power of a person to secure that the affairs of the Company are conducted in accordance with the wishes of that person by means of the holding of shares or the possession of voting power in or in relation to the Company or by virtue of any powers conferred by the articles of association of the Company.

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

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

Company. "Company" shall mean Invesco Ltd., a company incorporated in Bermuda, and any successor corporation which continues the Plan pursuant to Section 9.10.

Compensation Committee. "Compensation Committee" shall mean the duly appointed Compensation Committee, or any successor thereto, of the Board of Directors; provided that, in the event that the Compensation Committee is comprised of less than a majority of United States persons within the meaning of Section 7701 (a)(30) of the Code, all powers of the Compensation Committee described herein shall be exercised by a majority of those members of the Compensation Committee who are United States persons within the meaning of Section 7701(a)(30) of the Code.

Controlling Company. "Controlling Company," with respect to any Participant, shall mean an entity which is party to a transaction or series of transactions resulting in a Change in Control, or is a parent, subsidiary, or affiliate of such an entity, and which becomes the employer of the Participant as a result of such Change in Control.

Deferred Share Award. "Deferred Share Award" shall mean an award issued pursuant to this Plan which represents the right to receive Shares, cash or other property (or a combination of the foregoing) upon the satisfaction of vesting and other conditions determined by the Plan Administration Committee.

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

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

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

Good Reason. "Good Reason" shall mean a material reduction in a Participant's cash compensation, or a material reduction in a Participant's responsibilities or position,

with the Company and its Subsidiaries (or the Controlling Company and its subsidiaries, as the case may be) following a Change in Control.

Investment Company Act. "Investment Company Act" shall mean the United States of America Investment Company Act of 1940, as amended from time to time.

Participant. "Participant" shall mean a person who, as an employee (or director who is also an employee) of the Company or any Subsidiary, has been granted a Share Award under the Plan and which Share Award remains outstanding; provided that in the case of the death of a Participant, the term "Participant" refers to a beneficiary designated pursuant to Section 9.3 or the legal guardian or other legal representative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision.

Plan. "Plan" shall mean the Invesco Global Stock Plan, as constituted by these rules, as qualified by the attached Appendices, and as amended from time to time.

Plan Administration Committee. "Plan Administration Committee" shall mean the plan, administration committee, or any successor committee, comprised of a majority of United States persons within the meaning of section 7701(a)(30) of the Code and

appointed by the Compensation Committee from time to time to administer the Plan in accordance with the terms hereof and direct the Trustee and serving at the pleasure of the Compensation Committee.

Restricted Share Award. "Restricted Share Award" shall mean, with respect to each Participant, Shares awarded to such Participant under the Plan by the Plan Administration Committee pursuant to Section 6.1 that are subject to the restrictions contained in Section 6.3, so long as such restrictions are in effect.

Securities Act. ''Securities Act" shall mean the United States of America Securities Act of 1933, as amended from time to time.

Share Award. "Share Award" shall mean any Deferred Share Award and any Restricted Share Award, in each case, granted pursuant to the Plan.

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

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

The Stock Exchange. "The Stock Exchange" shall mean the stock exchange on which Shares are listed from time to time.

Trust. "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.

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

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

ARTICLE III

EFFECTIVE DATE AND TERM

Section 3.1 In General. The Plan was assumed as of November 30, 2007 by Invesco Ltd.. The Plan shall continue in effect, as amended from time to time, in accordance with its terms until terminated by the Compensation Committee or the Board of Directors. The Plan is a plan of the Company and a plan of each Subsidiary that is the employer of a Participant.

Section 3.2 Transition and Effect on Outstanding Awards. The purpose of this provision is to change the provisions of the Plan to comply with Section 409A of the Code with respect to Share Awards which become vested or non-forfeitable on or after December 31, 2004, and the Plan shall be so interpreted. Amounts deferred prior to December 31, 2004, and awards granted prior to November 30, 2004, shall continue to be governed by the terms of the Plan in effect prior to the third amendment and restatement of this Plan on November 30, 2004; provided, however, that no elective deferrals shall be permitted with respect to any awards which remained unvested or forfeitable as of December 31, 2004, and distributions with respect to such awards shall be made as soon as reasonably practicable following vesting and in no event later than such time as may be required to prevent the distribution from constituting the deferral of compensation for purposes of Code Section 409A.

ARTICLE IV ADMINISTRATION

OF THE PLAN

Section 4.1 In General. Except as provided below, the Plan shall be administered by the Plan Administration Committee. The Plan Administration Committee shall have full authority, consistent with the Plan, to administer the Plan, including authority to interpret and construe any provision of the Plan and to adopt such rules and procedures for administering the Plan. The Plan Administration Committee also shall have full authority to prescribe the form of each Award Certificate and any other agreements or documents under the Plan, which need not be identical for each Participant, and to make all other decisions and determinations that maybe required under the Plan or as the Plan Administration Committee deems necessary or advisable to administer the Plan.

Notwithstanding anything to the contrary, the Compensation Committee shall have the exclusive power, authority and discretion to take all actions under the Plan with respect to "directors and senior management" of the Company, as such term is defined in the general instructions to Form 20-F promulgated under the Exchange Act, and with respect to Share Awards granted to such persons. The Compensation Committee also may reserve to itself any or all of the authority and responsibility of the Plan Administration Committee under the Plan or may act as administrator of the Plan for any and all purposes. To the extent the Compensation Committee (a) is acting with respect to "directors and senior management" of the Company, or with respect to a Share Award granted to such persons, or (b) has reserved any authority and responsibility or during any time that the Compensation Committee is acting as administrator of the Plan, it shall have all the powers of the Plan Administration Committee hereunder, and any reference herein to the Plan Administration Committee (other than in this Section 4.1) shall include the Compensation Committee. To the extent any action of the Compensation Committee under the Plan conflicts with actions taken by the Plan Administration Committee, the actions of the Compensation Committee shall control. Decisions of the Compensation Committee or the Plan Administration Committee, as the case may be, regarding any matter connected with the Plan shall be final and binding on all parties.

Section 4.2 Authority of the Plan Administration Committee. Except as provided in Section 4.1, the Plan Administration Committee has the exclusive power, authority and discretion to:

(i) Grant Share Awards;

(ii) Designate Participants;

(iii) Determine the type or types of Share Awards to be granted to each Participant;

(iv) Determine the number of Share Awards to be granted and the number of Shares, cash, or other property to which a Share Award will relate;

(v) Determine the terms and conditions of any Share Award granted under the Plan, including but not limited to, the ability to receive Restricted Shares in lieu of Deferred Shares, the ability to receive dividends or other distributions paid with respect to the Shares underlying such award, any restrictions or limitations on the Share Award, and any schedule for vesting or lapse of forfeiture restrictions (including any accelerations or waivers thereof), based in each case on such considerations as the Plan Administration Committee in its sole discretion determines;

(vi) Accelerate the vesting or lapse of restrictions of any outstanding Share Award, in accordance with Section 6.1 (d), based in each case on such considerations as the Plan Administration Committee in its sole discretion determines;

(vii) Determine whether, to what extent, and under what circumstances a Share Award may be cancelled, forfeited, or surrendered;

(viii) Decide all other matters that must be determined in connection with a Share Award;

(ix) Amend any Award Certificate as provided herein; and

(x) Adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions' of the laws of non-U.S. jurisdictions in which the Company or any Subsidiary may operate, in order to assure the viability of the benefits of Share Awards granted to participants located in such other jurisdictions and to meet the objectives of the Plan.

Section 4.3 Award Certificates. Each Share Award shall be evidenced by an Award Certificate. Each Award Certificate shall include such provisions, not inconsistent with the Plan, as may be specified by the Plan Administration Committee.

Section 4.4 Indemnification. No member of the Plan Administration Committee or the Compensation Committee shall be liable for any action, omission or determination relating to the Plan, and the Company and the Subsidiaries shall indemnify and hold harmless each member of the Plan Administration Committee and the Compensation Committee, and each other director or employee of the Company or a Subsidiary to whom any duty or power relating to the administration or interpretation of the Plan has been delegated, against any cost, expense (including counsel fees, which fees shall be paid as incurred) or liability (including any sum paid in settlement of a claim with the approval of the Board of Directors) arising out of any action, omission or determination relating to the Plan, if such action, omission or determination was taken or made by such member, director or employee in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and the Subsidiaries, and with respect to any criminal action or proceeding, such member had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company and the Subsidiaries, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

ARTICLE V

ELIGIBILITY

Section 5.1 In General. Share Awards may be granted to any employee, officer, or director who is also an employee of the Company or any Subsidiary selected by the Plan Administration Committee as a Participant in the Plan in accordance with the terms of the Plan and the rules and procedures established by the Plan Administration Committee. Non-employee directors shall not be eligible to receive Share Awards under the Plan.

Section 5.2 Investment Company Act Limitation. With respect to any Participant, the Plan Administration Committee may, in its discretion, use its authority under Section 6.1(d) to accelerate the vesting of such Participant's Share Award(s) so that neither the Plan nor the Trust will be required to register as an investment company under the Investment Company Act.

ARTICLE VI

SHARE AWARDS

Section 6.1 Grant of Share Awards.

(a) In General. The Plan Administration Committee may grant Share Awards

to any Participant in such amounts and subject to such terms and conditions as may be

selected by the Plan Administration Committee in its sole discretion. Each Share Award

shall be evidenced by an Award Certificate setting forth the terms, conditions, and

restrictions applicable to the Share Award. Each Participant who has been granted a

Share Award shall receive a Deferred Share Award on the Award Date; provided that, the

Plan Administration Committee may, in its sole discretion, provide in an Award

Certificate that a Participant who has been granted a Deferred Share Award shall have the

opportunity to elect to receive in lieu of such Deferred Share Award a Restricted Share

Award for all of the Shares subject to such Deferred Share Award. Such Participant shall

notify the Plan Administration Committee (or its delegate) of his election to receive a

Restricted Share Award no later than the thirtieth day after the Award Date. If such

Participant fails to respond prior to such date, the Participant shall be deemed to have

made no election and shall retain the Deferred Share Award. Following such date, the

Participant cannot elect to change the type of Share Award(s) so granted.

Each Participant's Share Award shall be subject to the terms of the Plan applicable to that type of Share Award, the applicable Award Certificate, the rules and procedures established by the Plan Administration Committee, and such additional terms as may be adopted from time to time applicable to particular jurisdictions. No Participant shall have any right to receive any Shares other than in accordance with the terms of the Plan applicable to the type of Share Award granted to such Participant, including any applicable additional terms.

(b) Issuance and Restrictions. Deferred Shares and Restricted Shares shall be

subject to such restrictions on transferability and other restrictions as the Plan

Administration Committee may impose. These restrictions may lapse separately or in

combination at such times, under such circumstances, in such installments, upon the

satisfaction of performance goals or otherwise, as the Plan Administration Committee

determines on the Award Date or thereafter.

Company and its Subsidiaries during the applicable vesting or restriction period, or upon

failure to satisfy a performance goal during the applicable vesting or restriction period,

any Share Award(s) granted to such Participant which at that time have not vested or are

subject to restrictions, as the case may be, shall be forfeited unless otherwise provided in

the Award Certificate or determined by the Plan Administration Committee in its sole discretion. The date of a Participant's termination of employment shall be determined at the sole discretion of the Plan Administration Committee. Any Shares, cash or other property underlying forfeited Share Awards, including, if applicable, amounts credited to the Participant's Account with respect to such Share Awards, shall revert to the Trust and, unless otherwise determined by the Plan Administration Committee, shall be added to and allocated as part of subsequent Award(s) made under the Plan. Under no circumstances shall such Shares, cash or other property held in the Trust revert to the Company or any of its Subsidiaries; however such Shares, cash or other property shall be available to creditors of the Company or any Subsidiary in the event of the Company's or such Subsidiary's insolvency in accordance with the terms and conditions of Section 7.2 and the Trust Agreement.

(d) Acceleration of Vesting and Lapse of Restrictions. Notwithstanding the foregoing and unless otherwise determined by the Plan Administration Committee, any Share Award(s) of a Participant not previously forfeited shall immediately vest, and any restrictions thereon shall lapse, in the event of:

(i) such Participant's termination of employment with the Company or a Subsidiary by reason of his death or Disability; or

(ii) the involuntary termination, other than for Cause, of such Participant's employment with the Company or any of its Subsidiaries following a Change in Control, unless the Participant is subsequently employed by the Company, any of its Subsidiaries, or the Controlling Company; or

(iii) the Participant's resignation from employment with the Company or any of its Subsidiaries for Good Reason following a Change in Control, unless the Participant is subsequently employed by the Company, any of its Subsidiaries, or the Controlling Company; or

(iv) in the event that the Participant is employed by the Company, any of its Subsidiaries, or the Controlling Company following a Change in Control, the involuntary termination, other than for Cause, of such Participant's employment with the Company, any of its Subsidiaries, or the Controlling Company or the Participant's resignation from employment with the Company, any of its Subsidiaries, or the Controlling Company for Good Reason.

In addition, the Plan Administration Committee may accelerate the vesting or lapse of restrictions of any Share Award at any time in its sole discretion.

Section 6.2 Deferred Share Awards.

(a) Accounts and Dividends. The Plan Administration Committee may, in its sole discretion, establish an Account comprised of one or more sub-accounts, each relating to a particular Deferred Share Award granted to a Participant and initially credited with the amount of such Deferred Share Award. To the extent required by the terms of a particular Deferred Share Award, each sub-account of the Participant's Account may be adjusted to reflect the earnings, distributions, dividends, gains and losses with respect to the Shares, cash and/or other property allocated to the sub-account for each Deferred Share Award. In the discretion of the Plan Administration Committee, such amounts may be credited in cash or reinvested to purchase additional Shares based upon the Average Cost Per Share, and such amounts or additional shares shall be subject to the same vesting and other restrictions to which such initial Deferred Share Award is subject.

(b) Distributions; In General. Subject to any applicable withholding obligations and Section 9.1, upon the vesting of a Deferred Share Award, the Plan Administration Committee shall direct the Company or the Trustee to deliver or cause to be delivered to

the Participant the Shares, cash or other property subject to such Share Award including, if applicable, the amount credited to such Participant's Account in respect of the vested Deferred Share Award, as soon as reasonably practicable and in no event later than the 15th day of the third month of the year following the year in which the Deferred Share Award became vested.

(c) Termination of Trust or Court-Ordered Distribution. In the event that the Trust is terminated prior to the vesting of a Deferred Share Award or in the event that a court of competent jurisdiction finally determines that the Company or a Subsidiary is obligated to distribute to a Participant, Beneficiary or any other person any Shares underlying the Deferred Share Awards prior to the time of vesting otherwise provided for in the Award Certificate and Article VI, the Shares so distributed to such Participant, Beneficiary or other person shall, in the sole discretion of the Plan Administration Committee, be restricted as to transferability and shall be subject to forfeiture until the date that the Shares would otherwise have been vested under the terms of the Plan and the relevant Award Certificate had they not been distributed to the Participant, Beneficiary or other person and had remained subject to the Plan, and each stock certificate representing such Shares shall bear the legend provided for in Section 6.3(f). If the Shares are issued in uncertificated form, the Company shall instruct the transfer agent to restrict the sale or transfer of the Shares pursuant to this Section 6.2(c).

(d) No Rights as a Shareholder. Except as otherwise provided in an Award Certificate or any special Plan document governing a Share Award, a Participant shall have no right to vote the Shares subject to a Deferred Share Award, and shall have no rights as a shareholder with respect to such Shares, until such time as Shares are distributed to the Participant in settlement of the Deferred Share Award.

(e) Voting of Shares.

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

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

(iii) Notwithstanding any other provision of this Section 6.2(e), the Shares allocated to a Participant's Deferred Share Awards shall be voted by the' Trustee, at the direction of the Plan Administration Committee, with respect to any Participant(s) with respect to whom counsel to the Company advises that the Participant might be taxed on the value of the Participant's Deferred Share Awards if the Participant(s) were permitted to direct the voting of such Shares.

(f) Tender of Shares.

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

(ii) If any person shall commence a tender or exchange offer or any similar transaction with respect to Shares, the Plan Administration Committee shall be entitled to direct the Trustee, and the Trustee shall have no discretion, as to whether the Shares underlying vested Deferred Share Awards allocated to Participants' Accounts are to be tendered and whether such tender is to be revoked (to the extent such a revocation is permitted by the terms of such tender or exchange offer or applicable law); provided that, the Plan Administration Committee may, in its sole discretion, direct the Trustee to take direction from any or all Participant(s) as to whether such Shares are to be tendered and whether such tender is to be revoked (to the extent such a revocation is permitted by the terms of such tender or exchange offer or applicable law). If the Plan Administration Committee directs the Trustee to take tender directions from any Participant(s), (x) the Trustee shall tender Shares underlying vested Deferred Share Awards allocated to any Participants' Accounts for which the Trustee shall have received affirmative and valid Participant directions to tender (except to the extent such directions are revoked prior to such tender); (y) the Trustee shall revoke the tender of Shares allocated to any Participants' Accounts underlying vested Deferred Share Awards for which the Trustee shall have received affirmative and valid Participant directions to revoke such tender; and (z) the Trustee shall not tender, or revoke the tender of, Shares allocated to Participants' Accounts for which the Trustee does not receive affirmative and valid Participant directions.

(iii) To the extent that a Participant or the Plan Administration Committee elects to tender Shares allocated to a Participant's Account, the Trustee shall transfer the consideration the Trustee receives as a result of such tender into the Trust and the Participant's Share Award and Account, if applicable, shall reflect die transfer.

(iv) Notwithstanding any other provision of this Section 6.2(f), the Plan Administration Committee, in its sole discretion, shall make tender decisions with respect to Shares held in the Accounts of Participants with respect to whom counsel to the Company advises that the Participant(s) might be taxed on the value of the Participant's Account if the Participant(s) were permitted to direct the tender of Shares.

Section 6.3 Restricted Share Awards.

(a) Grant of Restricted Share Awards. Subject to Sections 6.3(b), 6.3(c) and 9.1, the Plan Administration Committee shall direct the Trustee to deliver or cause to be delivered to any Participant who has elected to receive a Restricted Share Award pursuant to Section 6.1 certificates for the Shares subject to his Restricted Share Award, which shall be subject to the restrictions contained in this Section 6.3 from the Award Date until such Restricted Share Award vests in accordance with the Award Certificate or Section 6.1(d). The Shares subject to a Restricted Share Award shall be held by the Invesco Employee Share Service; provided that a Participant may transfer any Shares that have vested in accordance with the Award Certificate or Section 6.1(d), from such Employee Share Service. The Plan Administration Committee shall issue appropriate stop-transfer restrictions to the Invesco Employee Share Service in respect of the Shares that are subject

to a Restricted Share Award. In connection with any election to receive a Restricted Share Award, if a Participant fails to comply with Sections 6.3(b), 6.3(c) and 9.1 by the thirtieth day after the Award Date, such Participant shall not receive a Restricted Share Award but instead shall continue to hold a Deferred Share Award.

(b) Acknowledgement of Restrictions. Each Participant who has elected to receive a Restricted Share Award shall, no later than the thirtieth day after the Award Date, execute and deliver an acknowledgement form, on a form approved by the Plan Administration Committee (an "Acknowledgement Form"), acknowledging such Participant's participation subject to the terms of the Plan including this Section 6.3 and such other terms and conditions not inconsistent with the terms of the Plan as the Plan Administration Committee shall determine on or before the Award Date. Each Participant shall also deliver to the Plan Administration Committee on or before such time a duly executed undated instrument of transfer or assignment in blank, having attached thereto or to such certificate all requisite stock or other applicable or documentary tax stamps, all in form and substance satisfactory to the Plan Administration Committee, relating the Shares subject to a Restricted Share Award.

(c) Section 83(b) Election. Except as otherwise provided in an Award Certificate or any special Plan document governing a Share Award, each Participant who has received a Restricted Share Award shall make a timely election pursuant to Section 83(b) of the Code with respect to such Restricted Share Award. A copy of such executed election shall be filed with the Plan Administration Committee, On or before the distribution of Shares subject to a Restricted Share Award, a Participant shall remit to the Company or a Subsidiary (as determined by the Plan Administration Committee) an amount sufficient to discharge the Company's or such Subsidiary's obligations with respect to any taxes, withholding, assessment or governmental charge imposed on the distribution of such Shares to such, Participant, Each Participant will be solely responsible for any and all tax liabilities payable by him in connection with the grant and receipt of the Shares subject to a Restricted Share Award or attributable to his making or failing to make such an election.

(d) Restrictions on Transferability. No Shares subject to a Restricted Share Award may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until such Restricted Share Award vests in accordance with the Award Certificate or Section 6.1(d). Thereafter, none of the Shares may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated or otherwise disposed of unless (i) such disposition is pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and (ii) such disposition is pursuant to registration under any applicable state or foreign securities laws or an exemption therefrom. Any attempt by a Participant, directly or indirectly, to offer, transfer, sell, pledge, hypothecate or otherwise dispose of any Shares subject to a Restricted Share Award or any interest therein or any rights relating thereto without complying with the provisions of the Plan including this Section 6.3 shall be void and of no effect.

(e) Rights as a Shareholder. Except as otherwise provided in an Award Certificate or any special Plan document governing a Share Award, a Participant holding Shares subject to a Restricted Share Award granted pursuant to Section 6.1 may exercise full voting rights and other rights as a shareholder with respect to the Shares subject to the Restricted Share Award during the period in which such Shares remain unvested.

(f) Dividends and Other Distributions. Except as otherwise provided in an Award Certificate or any special Plan document governing a Share Award, a Participant holding Shares subject to a Restricted Share Award shall be entitled to receive all dividends and other distributions paid with respect to such Shares; provided that, if any such dividends or distributions are paid in Shares or other securities, such Shares and other securities shall be subject to the same vesting restrictions and restrictions on transferability

as apply to the Shares subject to a Restricted Share Award with respect to which they were paid.

ARTICLE VII

FUNDING OF THE PLAN

Section 7.1 Unfunded Plan. The Plan shall be unfunded, including without limitation for purposes of the United States of America Department of Labor Regulation § 2520.104-23. Benefits under the Plan to a Participant shall be the unfunded obligation of such Participant's employer or former employer (the Company or a Subsidiary, as the case may be). Notwithstanding the fact that the Company established the Trust for the purpose of assisting itself and its Subsidiaries in meeting their respective compensatory obligations to their employees, the Company and each of the Subsidiaries, respectively, shall remain obligated to pay the amounts credited to Participant's Accounts as a result of Awards under the Plan. In the event that assets of the Trust are used to satisfy the claims of general creditors of the Company in accordance with Section 7.2 and the Trust Agreement, such assets shall be deemed to be sold at their fair market value. Nothing shall relieve the Company and each of the Subsidiaries of their respective liabilities under the Plan except to the extent amounts are paid to Participants or Beneficiaries from the assets of the Trust.

Section 7.2 Trust. Effective as of December 24, 1997, the Company established the Trust, which is intended to be Q a "grantor trust" within the meaning of sections 671 of the Code of the Company and (ii) a "United States person" within the meaning of section 7701(a)(30) of the Code, to assist the Company and its Subsidiaries in meeting their respective compensatory obligations to their employees. The Trust is part of an employees' share scheme as defined in section 743 of the Companies Act. The Trustee is State Street Bank and Trust Company, and the Trust is domiciled in the State of New York. Pursuant to the Trust Agreement, the Plan Administration Committee may remove the Trustee and appoint a successor Trustee and may change the domicile of the Trust. The Trust can hold Shares, cash and other property contributed to the Trust by the Company to provide itself and the Subsidiaries with a source of funds to assist each of them in meeting their respective compensatory obligations to their employees. The Plan Administration Committee shall direct that the assets of the Trust be invested and reinvested primarily in Shares.

The trust agreement creating the Trust contains procedures to the following effect: In the event of the insolvency of the Company 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 other equivalent local legislation, 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.

Section 7.3 Internal Funding. The Subsidiaries shall have no obligations to make contributions to the Trust, although a Subsidiary may reimburse the Company for contributions to the Trust made by the Company on behalf of employees of such Subsidiary.

ARTICLE VIII

ADDITIONAL SECURITIES MATTERS

Subject to Sections 6.2(c) and 6.3, the Company shall use its best efforts to ensure that any securities distributed to Participants hereunder are marketable at the time of distribution. Notwithstanding anything herein to the contrary, the Company shall not be obliged to cause to be delivered any certificates evidencing Shares pursuant to the Plan unless and until the Company is advised by its counsel that the delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of The Stock Exchange and any other securities exchange on which Shares are traded. In addition to the covenants, agreements and representations contained in Section 6.3, the Plan Administration Committee may require, as a condition of the delivery of certificates evidencing Shares pursuant to the terms hereof, the recipient of such Shares to make such additional covenants, agreements and representations, and that such certificates bear such additional legends, as the Plan Administration Committee, in its sole discretion, deems necessary or desirable, provided that any such legends shall not contravene any rules or regulations of The Stock Exchange or any applicable statute.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.1 Taxes. As a condition to the making of any Award, the vesting of any Award, the lapse of the restrictions pertaining thereto or the distribution of Shares subject to a Share Award, the Company or a Subsidiary may require a Participant to pay such sum to the Company or such Subsidiary as may be necessary to discharge the Company's or such Subsidiary's obligations with respect to any taxes, withholding, assessment or other governmental charge imposed on property or income received by the Participant pursuant to the Plan. In accordance with the rules and procedures established by the Plan Administration Committee and in the discretion of the Plan Administration Committee, such payment may be in the form of cash, Shares, or other property. The Company and the Subsidiaries shall have the right to withhold from any cash, Shares, or property payable to a Participant (including any salary, bonus or any other amount payable from the Company or a Subsidiary to the Participant) an amount sufficient to satisfy applicable withholding tax requirements, prior to a distribution of cash, Share certificates or other property under the Plan or to direct the Trustee to withhold and sell any Shares subject to a Participant's vested Share Awards to satisfy applicable withholding tax requirements. In order to satisfy such taxes, assessments or other governmental charges, the Plan Administration Committee may direct the Trustee to pay to the Company or a Subsidiary an amount to satisfy such obligation and to pay the balance to the Participant. At the direction of the Participant and subject to the approval of the Plan Administration Committee, the Company and its Subsidiaries may deduct or withhold from any payment or distribution to a Participant whether or not pursuant to the Plan in order to satisfy required withholding obligations under the Plan.

Section 9.2 No Special Employment Rights. Nothing contained in the Plan or any Award Certificate shall confer upon any Participant any right with respect to the continuation of the Participant's employment by the Company or a Subsidiary or interfere in any way with the right of the Company or a Subsidiary at any time to terminate such employment or demote such Participant without prior notice at any time for any or no reason. Each Participant shall, by participating in the Plan, waive all and any right to compensation or damages in consequence of the termination of his office or employment with the Company or a Subsidiary for any reason whatsoever in so far as these rights arise or may arise from his ceasing to have rights under the Plan as a result of such termination. Nothing in the Plan shall be deemed to give any employee of the Company or a Subsidiary any right to participate in the Plan.

Section 9.3 Beneficiaries. Each Participant shall have the right to designate in writing from time to time a Beneficiary by filing a written notice of such designation with the Plan Administration Committee. A Participant may revoke his Beneficiary designation by filing with the Plan Administration Committee an instrument of revocation or a later designation. Any designation or revocation shall be effective when received by the Plan Administration Committee. In the event of the death of a Participant, certificates for Shares payable in respect of vested Deferred Share Awards shall be distributed to the Participant's Beneficiary as soon as reasonably practicable. Unless the Participant's Beneficiary designation provides otherwise, no person shall be entitled to benefits upon the death of the Participant unless such person survives the Participant. If the Beneficiary designated by a Participant does not survive the Participant or if the Participant has not made a valid Beneficiary designation, such Participant's Beneficiary shall be such Participant's estate.

Section 9.4 Expenses. Subject to the Trust Agreement, all expenses and costs in connection with the administration of the Plan shall be borne by the Company and the Subsidiaries.

Section 9.5 Titles and Headings Not to Control. The titles to Articles and headings of Sections in the Plan are placed herein for convenience of reference only and shall not affect the meaning of any of the provisions of the Plan.

Section 9.6 Amendment or Termination of Plan. The Compensation Committee may modify, amend, suspend or terminate this Plan in whole or in part at any time, provided that, such modification, amendment, suspension or termination shall not, without a Participant's consent, affect adversely the rights of a Participant with respect to outstanding Share Awards that have not previously been forfeited; provided further, that the Compensation Committee may, without a Participant's consent, amend the Plan from time to time in such a manner as may be necessary to avoid having the Plan, the Trust Agreement or the Trust being subject to ERISA, to avoid the current taxation of the assets held in the Trust, or to avoid the imposition of any excise tax, penalty, or acceleration of taxation under Section 409A of the Code. In this regard, neither a Participant's incurring tax liability nor the loss of an investment opportunity as a result of the termination of the Plan shall be considered an impairment of the rights of a Participant.

Upon termination of the Trust, unvested Share Awards of each Participant shall immediately vest and the Shares, cash or other property subject to such Share Awards including, if applicable, the amount credited to each such Participant's Account, shall be distributed to each such Participant. In the event that Shares or other property allocated to unvested Awards have been previously forfeited, the Plan Administration Committee shall determine how such Shares, cash or other property shall be applied to provide compensation and benefits to employees of the Company and the Subsidiaries. No portion of the assets held in the Trust shall revert to the Company or the Subsidiaries at any time except for the reimbursement of taxes pursuant to Section 9.1 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 7.2 and the Trust Agreement.

Section 9.7 Governing Law. The Plan, as amended from time to time, and all rights hereunder shall be governed by, administered and enforced in accordance with the laws of the State of Georgia (without reference to the choice of law doctrine).

Section 9.8 Waiver of Punitive Damages. There is no right to punitive, exemplary or similar damages as a result of any controversy or claim arising out of, relating to or in connection with the Plan, or the breach, termination or validity thereof, and each Participant shall, by participating in the Plan, waive all and any of such rights.

Section 9.9 Restrictions on Transfer. No transfer (other than any transfer made by will or by the laws of descent and distribution), charge or encumbrance by a Participant of any right to any payment hereunder, whether voluntary or involuntary, by operation of law or otherwise, shall vest the transferee with any interest or right in or with respect to such payment, and the transfer, charge or encumbrance shall be of no force and effect.

Section 9.10 Consolidation or Merger of the Company. In the event of the consolidation, amalgamation, combination or merger of the Company with or into any other corporation, or the sale by the Company of substantially all of its assets, the resulting successor may continue the Plan by adopting the same by resolution of its board of directors and by executing a proper supplemental agreement to the Trust Agreement with the Trustee. Unless otherwise determined by the Compensation Committee, if within ninety days from the effective date of such consolidation, amalgamation, combination, merger or sale of assets, such new corporation does not adopt the Plan, the rights of all affected Participants to their respective benefits with respect to vested and unvested Awards shall be non-forfeitable as of the effective date of such consolidation, amalgamation, combination, merger or sale of assets.

Section 9.11 Set-off. In the event that the Company or a Subsidiary has any claims against a Participant, the Company or Subsidiary (as the case may be) may, in its discretion, offset such claims against its obligations to such Participant under the Plan. The Company or Subsidiary, as the case may be, shall give notice to the Participant of any set-off effected under this Section 9.11.

Section 9.12 Special Rules Regarding Plan Administration Committee. Notwithstanding any other provision of the Plan, with respect to any power of the Plan Administration Committee described herein that is exercised with respect to a Participant who is a member of the Plan Administration Committee and the exercise of such power does not affect all Participants relatively equally, such power shall be exercised with respect to such Participant by the non-Participant members of the Plan Administration Committee who are United States persons within the meaning of section 7701(a)(30) of the Code, if any; provided that, if all members of the Plan Administration Committee are Participants or none of the non-Participant members of the Plan Administration Committee are United States persons within the meaning of section 7701(a)(30) of the Code, then such powers shall be exercised with respect to such Participants by the members of the Plan Administration Committee who are United States persons within the meaning of section 7701(a)(30) of the Code.

Section 9.13 Changes in Share Capital. In the event of a variation in the equity share capital of the Company, whether through a reorganization, recapitalization, statutory share exchange, reclassification, stock split, combination of shares, share consolidation, or otherwise the Plan Administration Committee will adjust the number of Shares subject to a Share Award in any way in considers fair and reasonable.

Section 9.14 Special Provisions Related to Section 409A of the Code. Notwithstanding anything in the Plan to the contrary, in the event (a) any amounts payable pursuant to an Award or Award Certificate constitute nonqualified deferred compensation subject to Section 409A of the Code, and (b) the Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the uniform policy adopted by the Company with respect to all of the arrangements subject to Section 409A of the Code maintained by the Company and its affiliates), any payments to be made with respect to the Award upon the Participant’s separation of service shall be delayed until the earlier of a date no later than 30 days following the Participant’s death or the first day of the seventh month following the Participant’s separation from service.

Appendix A

SPECIAL RULES RELATING TO

PARTICIPANTS IN JAPAN

In order to comply with laws and regulations of Japan and notwithstanding Section 6.1 (d) or any other provision of the Plan, the Plan Administration Committee shall not accelerate the time of distribution with respect to any Awards of a Participant resident in, or employed by a Subsidiary that is resident in, Japan.

Appendix B

SPECIAL RULES RELATING TO

SECTIONS 6.1 and 6.3

In order to comply with laws and regulations of France and notwithstanding Sections 6.1(a) or 6.3 or any other provision of the Plan, Participants resident for tax purposes in France, Canada, or Germany shall not have the ability to elect to receive a Restricted Share Award in lieu of a Deferred Share Award.

Notwithstanding Section 6.3(c) or any other provision of the Plan, Participants resident for tax purposes in the following countries shall not be required to make an election pursuant to Section 83(b) of the Code as a condition to receiving a Restricted Share Award:

United Kingdom

Belgium

Ireland

Italy

France

Austria

Taiwan

Japan

Australia

China

Hong Kong

Appendix C

SPECIAL RULES RELATING TO

PARTICIPANTS IN CANADA

In order to comply with the laws and regulations of Canada and notwithstanding Sections 6.1 (a), 6.2(b), 6.2(c) or any other provision of the Plan, (1) no distribution of Shares, cash or other property equivalent to the amount credited to the Account of a Participant that was or, at the time of such distribution, is considered a participant in a Retirement Compensation Arrangement under Canadian tax law in respect of vested Deferred Share Awards made prior to December 1, 2002 will be made to such Participant until his termination of employment with the Company and its Subsidiaries or unless there has been a "substantial change in the sendees rendered" by such Participant for purposes of Section 248(1) of the Income Tax Act (Canada); and (2) No term or condition imposed under an Award Certificate may have the effect of causing the payment to a Participant or Beneficiary in satisfaction of his or her Deferred Share Awards to occur after December 15 of the third calendar year following the calendar year in respect of which such Deferred Shares Awards were granted.

Appendix D

SPECIAL RULES RELATING TO

PARTICIPANTS IN IRELAND

Notwithstanding Sections 6.1(d), 6.2(c), or 6.3 or any other provision of the Plan, Participants resident for tax purposes in Ireland (1) shall not be entitled to accelerated vesting of unvested Restricted Share Awards except in the event of such Participant's termination of employment with the Company or a Subsidiary by reason of his death; (2) shall not be entitled to vote Shares that are allocated to unvested Deferred Share Awards; and (3) shall not be entitled to receive distributions in respect of vested and unvested Deferred Share Awards other than in the form of Shares.

Appendix E

SPECIAL RULES RELATING TO

AUSTALIAN PARTICIPANTS

Notwithstanding Sections 6.1(a), 6.2(a), or 6.2(b) or any other provision of the Plan, Participants resident for tax purposes in Australia shall not be entitled to receive distributions in respect of vested and unvested Deferred Share Awards other than in the form of Shares.

Anything in the Plan or any Award Certificate to the contrary notwithstanding, no Share Award granted to an Australian Participant shall automatically vest by reason of the Participant’s “Permissive Retirement” or other retirement, however defined.

The Company shall indemnify and hold harmless each Australian Participant from all costs and expenses arising out of the assertion by any taxing authority of a claim that such Participant’s Share Award has become taxable prior to the actual vesting thereof in accordance with the provisions of the Plan and the applicable Award Certificate.

1.	I have reviewed this Quarterly Report on Form 10-Q of Invesco Ltd.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 8, 2009		/s/ Martin L. Flanagan
		Martin L. Flanagan
		President and Chief Executive Officer

1.	I have reviewed this Quarterly Report on Form 10-Q of Invesco Ltd.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

		/s/ Loren M. Starr
		Loren M. Starr
		Senior Managing Director and Chief Financial Officer

the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 8, 2009		/s/ Martin L. Flanagan
		Martin L. Flanagan
		President and Chief Executive Officer

the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 8, 2009		/s/ Loren M. Starr
		Loren M. Starr
		Senior Managing Director and Chief Financial Officer

		Page

PART I – Financial Information
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Income	4
	Condensed Consolidated Statements of Cash Flows	5
	Condensed Consolidated Statements of Changes in Equity	6
	Notes to the Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	46
Item 4.	Controls and Procedures	47

PART II – Other Information
Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48
Item 3.	Defaults upon Senior Securities	48
Item 4.	Submission of Matters to a Vote of Security Holders	48
Item 6.	Exhibits	49
	Signatures	50

3	.1	Memorandum of Association of Invesco Ltd., incorporating amendments up to and including December 4, 2007, incorporated by reference to exhibit 3.1 to Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 12, 2007
3	.2	Amended and Restated Bye-Laws of Invesco Ltd., incorporating amendments up to and including December 4, 2007, incorporated by reference to exhibit 3.2 to Invesco’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 12, 2007
10	.1	Invesco Global Stock Plan, as amended and restated as of April 1, 2009
31	.1	Certification of Martin L. Flanagan pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31	.2	Certification of Loren M. Starr pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	.1	Certification of Martin L. Flanagan pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32	.2	Certification of Loren M. Starr pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002