a Bermuda exempted limited company) 30,891,439 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • November 16th, 2010 • Invesco Ltd. • Investment advice • New York
MSAM Holdings II, Inc., a Delaware corporation (the “Selling Stockholder”), proposes, subject to the terms and conditions stated herein, to sell to Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and each of the other Underwriters named in Schedule C hereto (collectively with Morgan Stanley, “you” or the “Underwriters,” which term shall also include any underwriters substituted as hereinafter provided in Section 10 hereof), for whom Morgan Stanley is acting as representative (in such capacity, the “Representative”), acting severally and not jointly, of the respective numbers of common shares, par value $0.20 per share, of Invesco Ltd., a Bermuda exempted limited company (the “Company”) (such shares, the “Securities”) set forth in said Schedule C. Throughout this Agreement, we refer to the Company’s common shares, par value $0.20 per share, as the “Common Shares.” 19,212,000 of the Securities are issuable upon the automatic conversion, as a result of the purchase and sale pursuant
