<PAGE>   1

                                                                   EXHIBIT 10.53


                              EMPLOYMENT AGREEMENT

   This Employment Agreement is made and entered into as of the fourth day of
November, 1996 between A I M Management Group Inc., a Delaware corporation (the
"Company"), INVESCO PLC, a public company incorporated under the laws of
England, to be known as AMVESCO PLC following the Merger, as defined below
("INVESCO"), and Michael J. Cemo, a resident of Texas ("Global Partner").

   WHEREAS, the Company desires to employ Global Partner in accordance with the
terms and conditions hereinafter set forth, and Global Partner desires to
accept employment with the Company on the terms and conditions hereinafter set
forth;

   WHEREAS, pursuant to the Agreement and Plan of Merger among the Company,
INVESCO and INVESCO Group Services Inc., dated as of November 4, 1996 (the
"Merger Agreement"), the Company proposes to become a member of a group of
related companies (collectively, the "AMVESCO Group") effective upon a business
combination between INVESCO and the Company through a merger of the Company
into and with a wholly-owned subsidiary of INVESCO (the "Merger");

   WHEREAS, a condition precedent to the Merger is that Global Partner enter
into this Employment Agreement;

   WHEREAS, Global Partner acknowledges that the proprietary customer,
operations, investment, investment technique, financial and business
information that has been learned and will be learned about the business of the
Company and/or the AMVESCO Group could be used to harm the interests of the
Company and/or the AMVESCO Group or compete unfairly with the Company and/or
the AMVESCO Group and could also be of great value to the competitors of the
Company and/or the AMVESCO Group; and

   WHEREAS, Global Partner further acknowledges that such proprietary customer,
operations, investment, investment technique, financial and business
information has been developed and will be developed during the course of
Global Partner's employment with the Company through the expenditure by the
Company or other entities in the AMVESCO Group of substantial effort, time and
money.

   NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements hereinafter set forth and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the parties
hereto covenant and agree as follows:

   1.    Employment and Duties. (a) Commencing at the effective time of the
Merger (the "Commencement Date"), the Company agrees to employ Global Partner
as
<PAGE>   2
Senior Vice President and Director of Retail Marketing of the Company (the
"Employment").  During the term of this Agreement, Global Partner agrees to be
a full-time employee of the Company and INVESCO and to devote full time, energy
and skill to the business of the Company and the AMVESCO Group.

   (b)   Notwithstanding Global Partner's full time Employment, Global Partner
may participate in industry groups such as the ICI and may engage in personal
investment activity (either alone or together with the other Senior AIM
Executives (as defined in Exhibit B. Part I)), charitable work, and, subject to
the prior written approval of the Board of Directors of INVESCO, other business
activity.  Global Partner will not, however, engage in any business or activity
that is competitive with the activity of the Company or the AMVESCO Group, or
will result in any violation of those of the Company's policies that have been
communicated in writing to Global Partner or in a conflict of interest with the
Company and the business of the Company and the AMVESCO Group or with the
duties of the AMVESCO Group to its clients, or materially affect Global
Partner's ability to perform his or her duties under this Agreement.

   2.    Compensation and Benefits.  Global Partner shall be entitled during
the term of his Employment to the compensation and benefits set forth at
Exhibit A-Part I to this Agreement.  Exhibit A may be amended from time to
time, such amended or replacement Exhibit A to take effect when signed by the
Company, INVESCO and Global Partner.

   3.    Place of Employment.  Global Partner's place of employment shall be
with the Company in Houston, Texas (except for ordinary business related travel
outside of such area).

   4.    Termination of Employment. (a) By the Company without Cause or By
Global Partner on Notice.  Except as provided in this Section and except as may
be agreed to in writing by the parties hereto, (i) Global Partner's Employment
may be terminated by the Company and INVESCO for any reason at any time prior
to the fourth anniversary of the Commencement Date (the "Fourth Anniversary")
effective immediately upon sending notice of such termination by the Company to
Global Partner and (ii) on or after the Fourth Anniversary, Global Partner's
Employment may be terminated by the Company, INVESCO or Global Partner for any
reason effective as of a date one year after receipt of notice of such
termination by the other parties, it being understood that the Company, INVESCO
or Global Partner may deliver such one year's notice of termination under
clause (ii) hereof at any time following the third anniversary of the
Commencement Date.

   (b)   By the Company with Cause.  Subject to Section 4(h) hereof in the case
of a termination pursuant to the following clause (i), the Company and INVESCO
may terminate Global Partner's Employment under this Agreement immediately by
notice in





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<PAGE>   3
writing if at any time during the term of this Agreement, Global Partner: (i)
shall be in continuing material breach, which is not cured within 30 days of
receipt by Global Partner of written notice thereof from the Chief Executive
Officer of INVESCO, of any material term of this Agreement or the written
policies or procedures of the Company or the AMVESCO Group which are applicable
to and made known to Global Partner in writing and which are required by law or
established to maintain compliance with applicable law or the Code of Ethics
applicable to the Individual Services Group (as defined in Exhibit B, Part II
to this Agreement) (the "ISG"); (ii) shall be guilty of or any act of fraud,
dishonesty, embezzlement, theft, misappropriation or similar conduct or other
financial crime against the AMVESCO Group or any of its constituent companies
or any client of the AMVESCO Group (other then arising by an inadvertent error
in connection with an expense reimbursement by Global Partner); (iii) shall
be convicted of any felony or shall enter a plea of nolo contendere to a
felony; or (iv) shall engage in any act or omission which substantially or
materially violates the requirements or prohibitions of any securities law or
any governmental entity or agency which is not cured within 30 days of receipt
by Global Partner of written notice thereof from the Chief Executive Officer of
INVESCO; provided that any such notice shall be delivered to Global Partner not
more than 60 days after an executive officer of INVESCO (other than Global
Partner) first knows of the occurrence of such event.

   (c)   By Global Partner for Good Reason.  Subject to Section 4(h) hereof,
Global Partner may terminate his Employment hereunder prior to the Fourth
Anniversary for Good Reason which is defined in Exhibit B, Part I to this
Agreement.

   (d)   Termination of Employment Because of Death or Disability.  Global
Partner's Employment shall be terminated as a result of his or her death or,
immediately on notice by the Company to such effect, his or her physical or
mental disability due to accident or illness which prevents Global Partner for
a period of six consecutive months, from performing the essential duties of the
position he holds at that time with reasonable accommodation as determined by
INVESCO, based on the advice of a mutually acceptable physician.

   (e)   Payments and Obligations on Termination.  In the event of a
termination of Global Partner's Employment effective at any time prior to the
Fourth Anniversary by the Company or INVESCO, other than pursuant to Section
4(b) or 4(d), or in the event of termination of Global Partner's Employment
effective at any time prior to the Fourth Anniversary by Global Partner
pursuant to Section 4(c), Global Partner shall be entitled to receive continued
payments of his minimum salary and bonus as specified in Exhibit A, Part II
until the later of the Fourth Anniversary or the first anniversary of
termination of Employment and all other obligations of the Company and INVESCO
hereunder (other than those in Section 4(f)) shall terminate immediately.
Global Partner shall be under no obligation to accept any employment during the
period for which Global Partner receives such continued salary and bonus
payments hereunder or to otherwise attempt to mitigate the





                                       3
<PAGE>   4
payment of such amounts by the Company and the Company and INVESCO waive any
right to allege that Global Partner has any duty to mitigate the payment of
such amounts.  In the event of a termination of Employment pursuant to Section
4(d), Global Partner (or his or her estate) shall be entitled to receive his or
her minimum salary as set forth in Exhibit A, Part II for a period of three
months following such termination and all other obligations of the Company
hereunder (other than those in Section 4(f)) shall terminate immediately.  In
the event of any other termination of Employment, all obligations of the
Company and INVESCO (other than those in Section 4(f)) shall immediately
terminate on the effective date of such termination.  In the event of any
termination of Employment (other than due to the death of Global Partner), the
obligations of Global Partner under Sections 5, 6, 7, 8 and 9 hereof shall
continue in full force and effect for the period specified in each such
Section.  In the event of a termination of the Employment by Global Partner for
Good Reason pursuant to Section 4(c), the Global Partner shall have the right
to terminate all (but not less than all) of his rights and obligations under
the Voting Agreement (as defined in Exhibit B, Part I) as of the effective date
of such termination of Global Partner's employment, such right to expire if not
exercised within 60 days following the effective date of such termination of
employment.

   (f)   Other Payments.  Any unpaid salary that has accrued through the date
on which Employment is terminated will be paid to Global Partner upon the
termination date or, if Global Partner has given notice of such termination, on
the next regular pay date.  Any unpaid bonuses which were awarded prior to the
date of termination of Employment will be paid within a reasonable time.  In
the event of any termination of Global Partner's Employment pursuant to Section
4(a), Section 4(c) or Section 4(d), any unpaid deferred bonuses which were
awarded prior to the date of termination of Employment will be paid within a
reasonable time.  In the event of a termination under Section 4(d) disability
or death benefits paid under any insurance plan which may be maintained by the
Company or INVESCO for Global Partner will be paid to Global Partner or his
estate.  Following a notice of termination of Employment, the parties may, but
are not obligated to, enter into an agreement establishing transition
compensation and employee obligations which differ from those provided by this
Agreement.

   (g)   Options.  This Agreement does not pertain to or modify any option plan
or option agreement.

   (h)   Certain Procedures.

   (i)   Termination by Global Partner.  In the event that Global Partner
asserts that he has the right to terminate the Employment for Good Reason
pursuant to Section 4(c), the following procedures shall apply:

   (A)   Global Partner will deliver written  notice  thereof  to  the  Company
   and  to INVESCO, Attention: Chief Executive Officer, setting forth in
   reasonable





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<PAGE>   5
   detail the facts and circumstances Global Partner believes provide the basis
   for such termination.

   (B)   Such notice will constitute a request by Global Partner that an
   arbitration proceeding be initiated pursuant to Section 9(b) of this
   Agreement to determine whether, in fact, Global Partner has the right to
   terminate the Employment for Good Reason.

   (C)   Notwithstanding any other provision of this Agreement or any Exhibit
   hereto, until the entry of a final judgment by a court of competent
   jurisdiction as contemplated by Section 9(b) confirming that Global Partner,
   in fact, has the right to terminate the Employment for Good Reason, the
   parties hereto acknowledge and agree that Global Partner's Employment shall
   not be deemed terminated pursuant to Section 4(a) or 4(c).

   (ii)   Termination by the Company and/or INVESCO.  In the event that the
Company and/or INVESCO asserts that it has the right to terminate the
Employment for Cause pursuant to clause (i) of Section 4(b), the following
procedures shall apply:

   (A)   The Company and/or INVESCO, as the case may be, will deliver written
   notice thereof to Global Partner, setting forth in reasonable detail the
   facts and circumstances the Company and/or INVESCO believes provide the
   basis for such termination.

   (B)   Such notice will constitute a request by the Company and/or INVESCO
   that an arbitration proceeding be initiated pursuant to Section 9(b) of this
   Agreement to determine whether, in fact, the Company and/or INVESCO has the
   right to terminate the Employment for Cause.

   (C)   Notwithstanding any other provision of this Agreement or any Exhibit
   hereto, until the entry of a final judgment by a court of competent
   jurisdiction as contemplated by Section 9(b) confirming that the Company
   and/or INVESCO, in fact, has the right to terminate the Employment for
   Cause, the parties hereto acknowledge and agree that Global Partner's
   Employment shall not be deemed terminated pursuant to Section 4(a), 4(b) or
   4(c).

   (iii) Global Partner agrees that pending the conclusion of any arbitration 
initiated pursuant to Section 4(h)(i) or 4(h)(ii) and the entry of a final 
judgment by a court of competent jurisdiction as contemplated by Section 9(b), 
Global Partner will continue to carry out the duties of his Employment as set 
forth herein. In addition, Global Partner, the Company and INVESCO each agree 
to use all reasonable efforts such that the pending disagreement between 
Global Partner and the Company and





                                       5
<PAGE>   6
INVESCO will not adversely impact the business or operations of the Company or
INVESCO or their respective employment, client or other business relationships,
including, without limitation, reasonable efforts to keep the fact of such
disagreement and the subject matter thereof as confidential as possible in the
circumstances.

   5.    Confidentiality.  Global Partner agrees that both during the term of
this Agreement and after the termination of this Agreement, Global Partner will
hold in a fiduciary capacity for the benefit of the Company, and will not
directly or indirectly use or disclose (except as authorized in writing by the
Company) any "Confidential Information," as defined hereafter.  The term
"Confidential Information" as used in this Agreement shall mean and include any
information, data and know-how relating to the business of the Company or any
member of the AMVESCO Group that is disclosed to Global Partner by the Company
(or a member of the AMVESCO Group) or known by him as a result of his
relationship with the Company or any member of the AMVESCO Group and not
generally within the public domain including, but not limited to, all
intellectual property and proprietary research developed by and/or known to
Global Partner during his Employment with the AMVESCO Group (including the
Company).  The term "Confidential Information" does not include information
that has become generally available to the public by act of one who has the
right to disclose such information through presentation or otherwise without
violating any right of the Company, any member of the AMVESCO Group or the
client to which such information pertains.

   6.    Right to Material: Return of Material.  Global Partner agrees that
all records, files, memoranda, data in machine readable form, reports, fee
lists, customer lists, drawings, plans, sketches, documents and the like,
relating to the business of the Company or any member of the AMVESCO Group,
including, but not limited to, all intellectual property and proprietary
research which Global Partner shall use or develop or come in contact with in
the course of or as the result of his employment with the Company or any member
of the AMVESCO Group shall remain the sole property of the Company and/or the
AMVESCO Group (as the case may be).

   Upon termination of Global Partner's employment with the Company or INVESCO
for any reason, Global Partner will deliver promptly to the Company all
materials, documents, plans, records, notes, drawings, designs or papers, in
whatever recorded form, and any copies thereof in Global Partner's possession
or control relating in any way to THE business of the Company and/or the
AMVESCO Group, which at all times shall be the property of the Company.  Global
Partner shall certify to the Company that any such data in machine readable
form has been removed from any computer personally owned by Global Partner and
all back up copies made by Global Partner have been destroyed.

   7.    Work for Hire Acknowledgment; Assignment.  Global Partner
acknowledges that all of Global Partner's work on and contributions to the
business of the





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<PAGE>   7
Company and/or the AMVESCO Group, including, without limitation, any and all
investment decisions, models, processes and methodology or any other
contribution to such business (such as quantitative models, designs, artwork
and other expressions in any recorded form) (collectively, the 'Works") are
within the scope of Global Partner's employment and are a part of the services,
duties and responsibilities of Global Partner.  All of Global Partner's work on
and contributions to the Works will be rendered and made by Global Partner for,
at the instigation of, and under the overall direction of the Company, and all
of Global Partner's said work and contributions, as well as the Works, are and
at all times shall be regarded as "work made for hire" as that term is used in
the United States Copyright Laws.  Global Partner also acknowledges that
investment decisions are a result of the Company's effort and the performance
or other "track" record of any mutual fund or other account is a result of the
Company effort and is the property of the Company and not of Global Partner.
Without curtailing or limiting these acknowledgments, Global Partner hereby
assigns, grants and delivers exclusively to the Company all rights, titles and
interests in and to any such Works, and all copies and versions, including all
copyrights and renewals.  At any time upon request by the Company, Global
Partner will execute and deliver to the Company, or its successors and assigns,
such other and further assignments, instruments and documents as the Company
(or such successors or assigns) from time to time reasonably may request for
the purpose of establishing, registering, evidencing, and enforcing or
defending its complete, exclusive, perpetual and worldwide ownership of all
rights, titles, interests and copyrights, in and to the Works, and Global
Partner hereby constitutes and appoints the Company as his agent and
attorney-in-fact, with full power of substitution, to execute and deliver such
assignments, instruments or documents as Global Partner may fail or refuse to
execute and deliver, this power and agency being coupled with an interest and
being irrevocable.

   8.    No Solicitation and Non-Competition.  Global Partner will not, (i) in
the case of a termination of Global Partner's Employment for any reason
effective as of a date prior to the Fourth Anniversary, at any time prior to
the later of (x) the Fourth Anniversary or (y) the second anniversary of the
termination of Global Partner's Employment pursuant to this Agreement or (ii)
in the case of a termination of Global Partner's Employment for any reason
effective as of a date after the Fourth Anniversary, at any time prior to the
first anniversary of the date a notice of termination of Global Partner's
Employment is delivered pursuant to Section 4 of this Agreement, in any such
case, without the express prior written consent of the Board of Directors of
the Company and INVESCO, directly or indirectly, either engage in or
participate in or invest in or assist, as owner, part-owner, shareholder (in
the case of any publicly traded company, ownership of any equity interest
exceeding 2.5%), partner, principal, director, officer, trustee, employee,
agent or consultant, or in any other capacity, any planned or existing firm,
corporation, or other business organization (other than the Company and INVESCO
(or any subsidiary of the Company or INVESCO) and any foundation established by
any AIM Senior Officer which engages in any of the following (except that
Global Partner shall be permitted, on his own behalf or on behalf of any new





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<PAGE>   8
business organization established by Global Partner, either alone or together
with those other AIM Senior Officers who are then no longer employed by the
Company or any member of the AMVESCO Group, to manage the investment of his own
personal assets and the assets of such other AIM Senior Officers, together with
up to an aggregate of $100 million in assets of any other person or entity):

         (a)     the business of furnishing investment advice to Investment
   Companies (as that term is defined in the Investment Company Act of 1940, as
   amended) in the United States;

         (b)     the business of furnishing investment advisory or management
   services to clients other than Investment Companies in the United States;

         (c)     assisting any Investment Company with which the ISG has or
   ever (whether before or after the date hereof) had any investment advisory
   or management agreement (each a "Fund") or any other present or past client
   of the ISG (a "Client") in internalizing the investment management or
   investment advisory function or any other function or service provided by
   the ISG to any such Fund or Client, subject to Global Partner's fiduciary
   duty owed to any of the Funds or the directors or trustees thereof;

         (d)     being a party to any contractual or business relationship with
   any Fund or Client involving services related to investment management or
   investment advisory services, if such related services are also provided by
   the ISG or by any other person at the ISG's direction to any Fund or Client;

         (e)     soliciting, offering to employ or employing, directly or
   indirectly, in any capacity any person who is or was (at any time after the
   date hereof) was a director, officer, trustee, partner, employee or client
   of the ISG, any member of the AMVESCO Group or of any of the Funds or
   inducing any such person to sever his or her relationship therewith or to
   establish a relationship with any other person;

         (f)     soliciting or otherwise attempting to establish, directly or
   indirectly, for himself or any other person, firm or entity any business
   relationship involving or relating to the provision of investment management
   or advisory services with any firm, corporation or other business
   organization who is or ever (whether before or after the date hereof) was a
   customer or client of the Company or any member of the AMVESCO Group; or

         (g)     authorizing or knowingly approving the taking of any action
   set forth in clauses (c) through (f) above by any other person.





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<PAGE>   9
   9.    Remedies. (a) The parties acknowledge that a breach or threat to
breach any of the terms of this Agreement by Global Partner would result in
material and irreparable damage and injury to the Company and INVESCO, and that
it would be difficult or impossible to establish the full monetary value of
such damage.  Therefore, in addition to any other rights or remedies that the
Company or any member of the AMVESCO Group may have at law or in equity, the
Company and the AMVESCO Group shall be entitled to injunctive relief by a court
of appropriate jurisdiction in the event of Global Partner's breach or
threatened breach of any of the terms contained in this Agreement.  In the
event of any breach or threatened breach of this Agreement by Global Partner,
if the Company or any member of the AMVESCO Group should employ attorneys or
incur other expenses for the enforcement of any obligation or agreement of
Global Partner contained herein and shall prevail, Global Partner shall
reimburse the Company or such member, as the case may be, for its reasonable
attorneys' fees and such other expenses so incurred.  If Global Partner employs
attorneys or incurs other expenses in connection with the defense of any action
for injunctive relief hereunder and Global Partner prevails, the Company shall
reimburse Global Partner for his reasonable attorneys' fees and such other
expenses so incurred.

   (b)   The Company and Global Partner agree to submit to final and binding
arbitration any and all disputes, claims (whether in tort, contract, statutory
or otherwise) and/or disagreements concerning the interpretation or application
of this Agreement, the Global Partner's Employment by the Company and INVESCO
and/or the termination of this Agreement and/or the Global Partner's Employment
by the Company and INVESCO.  Any such dispute, claim and/or disagreement shall
be resolved by arbitration, by a mutually acceptable arbitrator, in accordance
with the Commercial Arbitration Rules of the American Arbitration Association
(the "AAA").  If, within 30 days of the initiation of an arbitration hereunder,
the parties cannot agree on a mutually acceptable arbitrator, each party will
designate an arbitrator pursuant to Rule 14 of the AAA Rules.  The appointed
arbitrators shall appoint a neutral arbitrator from the panel in the manner
prescribed in Rule 13 of the AAA Rules.  The Arbitrators shall apply the law of
Texas.  All meetings of the Arbitrators shall be held in Houston, Texas.
Global Partner and the Company agree that the decision of the arbitrators
selected hereunder shall be final and binding on both parties.  This
arbitration provision is expressly made pursuant to and shall be governed by
the Federal Arbitration Act, 9 U.S.C. Sections 1-14.  The Parties hereto agree
that, pursuant to Section 9 of the Federal Arbitration Act, a judgment of the
United States District Court for the Southern District of Texas, Houston
Division, shall be entered upon the award made pursuant to the arbitration
provision.  The provisions of this Section 9(b) do not apply to actions brought
by the Company or any member of the AMVESCO Group for injunctive or other
equitable relief under Section 9(a) in respect of claims under Sections 4, 5,
6, 7, 8 or 9(b).

   10.   Assignments. The terms and provisions of this Agreement shall inure to
the benefit of and be binding upon the Company, INVESCO and any of their
respective successors and assigns, and upon Global Partner and his heirs and
personal representatives.





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<PAGE>   10
The parties hereto specifically acknowledge and agree that, in connection with
the assignment of the assets of the Company to Newco Sub (as defined in the
Merger Agreement) immediately following the consummation of the Merger, this
Agreement will be assigned to Newco Sub.

   11.   Applicable Law.  This Agreement has been entered into in and shall be
governed by and construed under the internal laws of the state of Texas.

   12.   Notice.  Any notice required or permitted to be given pursuant to this
Agreement shall be deemed sufficiently given when delivered in person or when
deposited in the United States mail or by Federal Express or similar overnight
delivery service or by telecopy or fax.

   13.   Term.  The parties hereto agree that Global Partner's Employment shall
commence on the effective date of the Merger and shall continue until it is
terminated (a) by the Company or INVESCO pursuant to Section 4 (a)(i) or 4(b);
(b) due to death or disability pursuant to Section 4(d); (c) subject to Section
4(h), by Global Partner on 60 days prior written notice to the Company and
INVESCO pursuant to Section 4(c); or (4) effective as of a date on or after the
Fourth Anniversary, by the Company, INVESCO or Global Partner pursuant to
Section 4(a) (ii) .

   14.   Non-waiver.  The failure of the Company, INVESCO or Global Partner to
insist upon strict performance of the terms of this Agreement or to exercise
any option herein, shall not be construed as a waiver or a relinquishment in
the future of such term or option, but that the same shall continue in full
force and effect.

   15.   Interpretation, Severability of Invalid Provisions.  All rights and
restrictions contained in this Agreement may be exercised and shall be
applicable and binding only to the extent that they do not violate any
applicable laws and are intended to be limited to the extent necessary so that
they will not render this Agreement illegal, invalid or unenforceable.  If any
term of this Agreement shall be held to be illegal, invalid or unenforceable by
a court of competent jurisdiction, the remaining terms shall remain in full
force and effect.  The provisions of this Agreement do not in any way limit or
abridge the Company's or INVESCO's rights under the laws of unfair competition,
trade secret, copyright, patent, trademark or any other applicable law(s), all
of which are in addition to and cumulative of the Company's and INVESCO's
rights under this Agreement.  The existence of any claim by Global Partner
against the Company or INVESCO, whether predicated on this Agreement or
otherwise, shall not constitute a defense to enforcement by the Company or
INVESCO of any or all of such provision or covenants.

   16.   Entire Agreement.  This Agreement constitutes the entire agreement
between the Company, INVESCO and Global Partner with respect to the subject
matter, and





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<PAGE>   11
supersedes any prior agreement or understanding with respect to the subject
matter hereof, including, without limitation, any existing employment agreement
between Global Partner and the Company or any affiliate thereof.





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<PAGE>   12
   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal as of the day and year first above written.

                                        A I M Management Group Inc.
                                        
                                        By:/s/ CHARLES T. BAUER    
                                           ---------------------------
                                        Title: Chairman and CEO
                                        
                                        
                                        
                                        INVESCO PLC

                                        By: ILLEGIBLE
                                           ---------------------------
                                        Title: COMPANY SECRETARY
                                        
                                        
                                        Global Partner

                                        /s/ MICHAEL J. CEMO     
                                        ------------------------------
                                        Michael J. Cemo





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<PAGE>   13
                                   EXHIBIT A
                               To Agreement among


                                Michael J. Cemo


                          A I M Management Group Inc.


                                      and


                                  INVESCO PLC

     I.    Regular Compensation and Benefits.  As basic compensation for the
services of Global Partner, the Company shall pay Global Partner an initial
base salary of $275,000 per annum (exclusive of commissions), subject to
withholdings pursuant to applicable law or regulation, and payable in
accordance with the payment practices adopted by the Company.  The base salary
shall be reviewed by the Company annually, and the rate thereof may be adjusted
upward upon such review.  During the term of Employment, Global Partner shall
be entitled to receive the following benefits:

           (i)   Group hospitalization, major medical, long-term disability and
                 life insurance coverage to the extent such coverage is
                 available to other personnel of the Company in comparable
                 positions with and having duties comparable to those of the
                 Global Partner and such other insurance coverage as is
                 similarly available;

           (ii)  Participation in any bonus or profit sharing plan or pension
                 that the Company makes generally available to its key
                 employees; and

           (iii) Such vacation, holidays, and other paid or unpaid leaves of
                 absence as the Company's Board of Directors may approve.

     The Company and INVESCO agree to reimburse Global Partner for all
reasonable expenses incurred by him on behalf of the Company of INVESCO, as the
case may be, and Global Partner acknowledges that work beyond the standard
working hours may be necessary consistent with past practices.  The combined
amount of base salary and cash bonus attributable to any one year shall be at
least the total amount set forth in II of this Exhibit A.
<PAGE>   14
     II.   Minimum Compensation.  Global Partner's Minimum Compensation
(calendar year basis) shall be:

  Salary            $750,000, inclusive of guaranteed commissions
  Bonus             $150,000

           The above amount will be pro-rated for any partial year on a daily
basis.





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<PAGE>   15

                               EXHIBIT B - PART I

                                  GOOD REASON


Subject to compliance with the procedures and covenants contained in Section
4(h)(i) and 4(h)(iii) of the Agreement, Good Reason shall mean the occurrence
of any of the following events that (i) is not otherwise agreed to in writing
by at least a majority of the AIM Designees, as defined in the Voting
Agreement, dated as of November 4, 1996, by and among INVESCO, the Shareholders
(as defined in such Voting Agreement), the members of the INVESCO Board of
Directors as of the date of such Voting Agreement listed on the signature page
thereto and the Original Designees, as defined in such Voting Agreement, listed
on the signature page thereto (the "Voting Agreement") and (ii) except as
specified otherwise below, is not cured by the Company or INVESCO within 60
days following its receipt of written notice from Global Partner thereof:

     1.    Without Global Partner's express written consent, the assignment to
           him by INVESCO or by the Company at the direction of INVESCO of any
           material duties that are inconsistent with his positions, duties,
           responsibilities and status as set forth in Section 1 of the
           Agreement, or a material diminishment by INVESCO or by the Company
           at the direction of INVESCO of his responsibilities, which change or
           inconsistency is not cured by the Company or INVESCO within 30 days
           following its receipt of written notice from Global Partner
           specifying such change or inconsistency.

     2.    Without Global Partner's express written consent, any requirement of
           INVESCO or of the Company at the direction of INVESCO that Global
           Partner be based outside the Houston metropolitan area or perform a
           substantial portion of his services hereunder at any location or
           locations other than the Houston metropolitan area (except for
           ordinary business related travel outside of such area), which
           requirement is not rescinded by the Company or INVESCO within 30
           days following its receipt of notice from Global Partner specifying
           the requirement.

     3.    The Company's or INVESCO's wilful and material breach of any of
           the provisions of this Agreement, which breach is not cured by the
           Company or INVESCO within 30 days following its receipt of written
           notice from Global Partner specifying the breach.

     4.    Any change by INVESCO of the corporate name of the Company or any of
           the Company's existing subsidiaries.
<PAGE>   16
     5.    Any wilful breach by INVESCO of the portion of Section 3.2.9 of the
           Agreement and Plan of Merger among the Company, INVESCO and INVESCO
           Group Services Inc., dated as of November 4, 1996, relating to the
           change of the name of INVESCO PLC to AMVESCO PLC.

     6.    If for any reason other than his death, disability or resignation or
           other separation from employment, prior to the Fourth Anniversary,
           Charles T. Bauer is not nominated to be Vice Chairman of the Board
           of INVESCO.

     7.    If, prior to the Fourth Anniversary, INVESCO causes more than one
           person to serve simultaneously as Vice Chairman of the Board of
           INVESCO.

     8.    If, as a result of any act or failure to act of INVESCO, the ISG
           management committee fails to constitute one of the two management
           committees of INVESCO or there are more than two management
           committees of INVESCO.

     9.    If INVESCO causes the chief executive of any business within the ISG
           to report directly to any person other than one or more of Robert H.
           Graham, Charles T. Bauer, Gary Crum and Michael Cemo (or such of
           them who are employed by the Company or INVESCO at the relevant time
           (the "AIM Senior Officers")) or a designee thereof or causes any
           principal executive officer of any such business to report directly
           to any person other than the chief executive of such business.

     10.   If at any time INVESCO precludes the AIM Senior Officers from
           appointing two members of the other management committee of INVESCO.

     11.   If INVESCO precludes the AIM Senior Officers from determining the
           composition and number of members of the ISG Management Committee
           (other than in respect of 2 non-ISG officers of INVESCO who may be
           appointed by the INVESCO Designees (as defined in the Voting
           Agreement)).

     12.   If INVESCO precludes the management committee of the ISG from (i)
           managing the daily operations of the businesses of the ISG,
           including without limitation, trading risk, credit risk, information
           technology, internal audit, client business decisions and
           infrastructure decisions, or (ii) except to the extent duplicative
           of professional or other service providers retained by INVESCO to
           represent or advise the AMVESCO Group, selecting professional
           advisors and other similar service providers for the constituent
           businesses, it being understood that the responsibility of the
           management committee of the ISG for daily operations of the ISG
           shall be exercised in a manner consistent with the business and
           strategic plans set by the INVESCO Board of Directors




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<PAGE>   17
           and the policies and procedures of INVESCO approved by the Board
           applicable generally to all members of the AMVESCO Group.

     13.   If INVESCO causes the employment of any other AIM Senior Officer to
           be involuntarily terminated without Cause.





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<PAGE>   18

                              APPENDIX B - PART 11

                           INDIVIDUAL SERVICES GROUP


     The primary geographic area of ISG's operations will be North America,
provided ISG will not be precluded from organizing offshore funds, from
distributing its products offshore or from entering into joint ventures
offshore e.g.  Pakistan, it being understood that any such activities shall be
undertaken only in a manner consistent with the business plan of INVESCO as
approved by the Board of Directors of INVESCO.

     To the extent any existing North American entity within the AMVESCO Group
operates in businesses covered by the ISG as well as other members of the
AMVESCO Group, such entities shall establish appropriate dual reporting or
similar mechanisms to facilitate reporting to the appropriate division.

     The businesses reporting to the ISG are the businesses operated by the
Company as of the date hereof and all businesses operated by INVESCO or its
subsidiaries which are part of the INVESCO Individual Services Group as of the
date hereof (collectively, the "ISG Companies") and any other company hereafter
formed or acquired which engages in the business of the type engaged in by the
ISG Companies as of the date hereof.





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