EX-4.1 SPECIMEN CERTIFICATE FOR COMMON SHARES



 






Exhibit 4.1






	COMMON SHARES THIS CERTIFICATE IS TRANSFERABLE




	NEW YORK, NY, JERSEY CITY, NJ AND




	PITTSBURGH, PA




	This Certifies that




	Invesco Ltd.




	INCORPORATED UNDER THE LAWS OF BERMUDA




	COMMON SHARES




	SEE REVERSE
FOR CERTAIN
DEFINITIONS




	CUSIP G491BT 10 8




	is the record holder of




	fully paid and nonassessable Common Shares, $0.20 par
value, of




	Invesco Ltd. subject to the Memorandum of Association and Bye-laws of the Company,
transferable only on the books of the Company by the holder hereof in person by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until
countersigned by the Transfer Agent and registered by the Registrar.




	WITNESS the facsimile signatures of the Company’s duly authorized officers.




	Dated:




	AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR: DENISE LITTLE
931-490-1706 711 ARMSTRONG LANE PROOF OF NOVEMBER 27, 2007




	COLUMBIA, TENNESSEE 38401 INVESCO LTD. (931) 388-3003
TSB 28673 FC




	SALES: C.SHARKEY 302-731-7088 Operator:R/AP
/ETHER 7 / LIVE JOBS / I /INVESCO 28673 FC            Rev. 3
PLEASE INITIAL THEAPPROPRIATESELECTION FOR THIS            PROOF:OK AS ISOK WITHCHANGES            MAKECHANGES AND SENDANOTHERPROOF
ColorsSelected forPrinting: Logo prints in PMS 2748.Intaglio prints in SC-7 Dark Blue.
COLOR: This proof was printed from a digital file or artwork on a graphics quality, color laser printer. It is a good            representation of the color as it will appear on the final            product. However, it is not an exact color            rendition, and the final printed     
       product may appear slightly            different from the proof due to the            difference            between the dyes and            printing ink.





 









 





     The Company is authorized to issue more than one class or series of shares. The Company will
furnish upon request and without
charge to each shareholder the powers, designations, preferences and relative, participating,
optional and other special rights of each
class of shares and series within a class of shares of the Company, as well as the qualifications,
limitations and restrictions relating to
those preferences and/or rights. A shareholder may make the request to the Company or to the
Transfer Agent and Registrar.




     The following abbreviations, when used in the inscription on the face of this Certificate, shall be
construed as though they were written out in full according to applicable laws or regulations:






	 	 	 	 	 	 	 	 	 	 	 
	 

	 	TEN COM
	 	–
	 	as tenants in common
	 	UNIF GIFT MIN ACT–
	 	                       Custodian
                         
	 

	 	TEN ENT
	 	–
	 	as tenants by the entireties
	 	 	 	     (Cust)                           (Minor)
	 

	 	JT TEN
	 	–
	 	as joint tenants with right of
	 	 	 	under Uniform Gifts to Minors
	 

	 	 	 	 	 	survivorship and not as tenants
	 	 	 	Act                                                            
	 

	 	 	 	 	 	in common
	 	 	 	(State)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	UNIF TRF MIN ACT–
	 	                    Custodian (until age            )
	 

	 	 	 	 	 	 	 	 	 	                    under Uniform Transfers
	 

	 	 	 	 	 	 	 	 	 	     (Minor)
	 

	 	 	 	 	 	 	 	 	 	To Minors Act                                         
	 

	 	 	 	 	 	 	 	 	 	                  (State)






Additional abbreviations may also be used though not in the above list.






For
Value Received,                      hereby sell, assign and transfer unto



	 	 	 	 	 
	 

	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
	 	 
	 

	 	IDENTIFYING NUMBER OF ASSIGNEE	 	 
	 

	 	 	 
	 

	 	 	 	 




 




(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)



 




 







            
            
            
            
            
            
            
            
            
     
                                
Common Shares



represented by the within Certificate and do hereby irrevocably constitute and appoint



                                                                  
            
                                                                                       
Attorney

to transfer the said shares on the books of the within named Company with full power of
substitution in the premises.



Dated:                                                             




	 	 	 
	X
	 	 
	 

	 	 
	 
	 	 
	X
	 	 
	 

	 	 
	NOTICE:

	 	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST STRICTLY CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE
 FACE 
OF THE CERTIFICATE IN EVERY PARTICULAR AND WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
	 

	 	





Signature(s) Guaranteed:




	 	 	 	 	 	 	 
	 

	 	By
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.	 	 







KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED, THE COMPANY WILL REQUIRE A BOND
OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.