0001193125-13-438535 Sample Contracts

INVESCO FINANCE PLC (a public limited company incorporated under the laws of England and Wales)
Purchase Agreement • November 12th, 2013 • Invesco Ltd. • Investment advice • New York

Invesco Finance plc, a public limited company incorporated under the laws of England and Wales (the “Issuer”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Issuer, and the purchase by the Underwriters, acting severally and not jointly, of the respective amounts set forth in such Schedule A of $600,000,000 aggregate principal amount of the Issuer’s 4.000% Senior Notes due 2024 (the “2024 Notes”) and $400,000,000 aggregate principal amount of the Issuer’s 5.375% Senior Notes due 2043 (the “2043 Notes” and, together with the 2024 Notes, the “Not

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INVESCO FINANCE PLC, as Issuer, INVESCO LTD., as Guarantor, and THE BANK OF NEW YORK MELLON as Trustee SECOND SUPPLEMENTAL INDENTURE November 12, 2013 Supplement to Indenture dated as of November 8, 2012 (4.000% Senior Notes due 2024)
Supplement to Indenture • November 12th, 2013 • Invesco Ltd. • Investment advice • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of November 12, 2013, by and among INVESCO FINANCE PLC, a public limited company duly organized and existing under the laws of England and Wales (the “Company”), INVESCO LTD., a Bermuda exempted limited company (the “Guarantor”), and THE BANK OF NEW YORK MELLON, a New York banking corporation (hereafter called the “Trustee”), as Trustee under the Indenture (as hereinafter defined).

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