8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):December 11, 2008

Invesco Ltd.

(Exact name of registrant as specified in its charter)

Bermuda	001-13908	98-0557567
(Stateorotherjurisdiction ofincorporation)	(CommissionFileNumber)	(IRSEmployer IdentificationNo.)

1555 Peachtree Street, N.E., Atlanta, Georgia	30309
(Addressofprincipalexecutiveoffices)	(ZipCode)

Registrant’s telephone number, including area code: (404)892-0896

n/a

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Invesco Ltd. (“Invesco”) today announced that Jerome P. Kenney has resigned his position as a director, effective December 10, 2008. Mr. Kenney joined the company’s Board in January 2008 upon his retirement from Merrill Lynch & Co. Recently, at the request of Merrill Lynch, Mr. Kenney became an adviser to Blackrock, Inc., its 49.9% owned affiliate and a competitor of Invesco. Mr. Kenney and the company mutually agreed that in the circumstances it would be best for Mr. Kenney to resign his Invesco Board seat due to the potential conflicts of interest that may arise from his maintaining both such roles.

On December 11, 2008, the Board appointed Ben F. Johnson III as a new director. Mr. Johnson is currently a partner at Alston & Bird LLP and served as the firm's managing partner from 1997 to 2008. He has practiced law at the firm since 1971 and was named a partner in 1976. Mr. Johnson received his B.A. degree from Emory University and his J.D. degree from Harvard Law School. Mr. Johnson’s term will commence immediately following his retirement from Alston & Bird, which is expected to occur on December 31, 2008. Invesco expects that upon commencing to serve as a director, Mr. Johnson will be appointed to the Audit Committee, the Compensation Committee and the Nomination and Corporate Governance Committee. Mr. Johnson will be paid in accordance with the company's Compensation Arrangements for Members of the Board of Directors, a copy of which may be found in the company’s most recent annual proxy statement. During 2008, Alston & Bird has provided legal services to the company in the approximate amount of $3.6 million.

A copy of the press release issued by the company in connection with the above is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.	Description
99.1	Press Release, dated December 11, 2008, issued by Invesco Ltd.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Invesco Ltd.
By:	/s/ Kevin M. Carome Kevin M. Carome
	Senior Managing Director and General Counsel

Date: December 11, 2008

Exhibit Index

ExhibitNo.	Description
99.1	Press Release, dated December 11, 2008, issued by Invesco Ltd.

EX-99.1

_________________________________________________________

Press Release

For immediate release

_________________________________________________________

Invesco Elects Ben F. Johnson III to Board of Directors;

Jerome P. Kenney to Resign from Board of Directors

Media Relations Contact: Bill Hensel, 404-479-2886

Atlanta – December 11, 2008 – Invesco today announced that Ben F. Johnson III has been elected to its Board of Directors. Mr. Johnson is currently a partner at Alston & Bird LLP and served as the firm's managing partner from 1997 until earlier this year. Mr. Johnson will join the board immediately following his retirement from Alston & Bird, expected to occur on December 31, 2008.

“Ben Johnson brings proven leadership, deep legal knowledge and broad business experience to Invesco’s Board,” said Martin L. Flanagan, president and chief executive officer of Invesco. “Ben is a highly respected leader in the Atlanta community and we look forward to benefiting from his judgment and expertise as he joins our Board.”

Additionally, Jerome P. Kenney has resigned his position as a director, effective December 10, 2008. Mr. Kenney joined the company’s Board in January 2008 upon his retirement from Merrill Lynch & Co. Recently, at the request of Merrill Lynch, Mr. Kenney became an adviser to BlackRock, its 49.9% owned affiliate and a competitor to Invesco. Mr. Kenney and Invesco mutually agreed it would be best for Mr. Kenney to resign his Invesco Board seat due to potential conflicts of interest that may arise from his maintaining both roles.

With the addition of Mr. Johnson and the departure of Mr. Kenney, the Board will remain at nine members, seven of whom are independent. Mr. Johnson will join the Audit, Compensation and the Nomination and Corporate Governance Committees.

Ben F. Johnson III was named a partner at Alston & Bird in 1976 having joined the firm in 1971. He received his B.A. degree from Emory University and his J.D. degree from Harvard Law School. He serves as Chair of the Board of Trustees of Emory University, Atlanta’s Woodward Academy and the Atlanta Symphony Orchestra and serves as a board member of Atlanta’s Midtown Alliance and the Metro Atlanta YMCA and as a Trustee of The Carter Center and the Charles Loridans Foundation.

                                                                                                             ________________________

                                                                                                             Invesco Ltd. 

                                                                                                             Two Peachtree Pointe

                                                                                                             1555 Peachtree Street, N.E. 

                                                                                                             Atlanta, GA 30309

                                                                                                             Telephone: 404 479 1095

                                 

Invesco is a leading independent global investment management company, dedicated to helping people worldwide build their financial security. By delivering the combined power of our distinctive worldwide investment management capabilities, including AIM, Atlantic Trust, Invesco, Perpetual, PowerShares, Trimark, and WL Ross, Invesco provides a comprehensive array of enduring investment solutions for retail, institutional and high-net-worth clients around the world. Operating in 20 countries, the company is listed on the New York Stock Exchange under the symbol IVZ. Additional information is available at www.invesco.com.

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