Exhibit 10.9


 


AFFILIATED MANAGERS GROUP, INC.


 


DEFERRED COMPENSATION PLAN


 


EFFECTIVE JULY 1, 2006


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  ARTICLE 1

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  Selection, Enrollment, Eligibility

  	
  4

  
	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Selection by Administrator

  	
  4

  
	
   

  	
  2.2

  	
  Enrollment and Eligibility Requirements;
  Commencement of Participation

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  Account Credits

  	
  5

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Elective Deferrals; Minimum Requirements

  	
  5

  
	
   

  	
  3.2

  	
  Elective Deferrals; Maximum Requirements

  	
  5

  
	
   

  	
  3.3

  	
  Election to Defer; Effect of Election Form

  	
  5

  
	
   

  	
  3.4

  	
  Withholding and Crediting of Elective
  Deferrals

  	
  6

  
	
   

  	
  3.5

  	
  Company Credits

  	
  6

  
	
   

  	
  3.6

  	
  Vesting

  	
  6

  
	
   

  	
  3.7

  	
  Hypothetical Investment Returns

  	
  6

  
	
   

  	
  3.8

  	
  FICA and Other Taxes

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  Scheduled Distribution of Deferral Account;
  Unforseeable Financial Emergencies

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Scheduled Distribution of Deferral Account

  	
  8

  
	
   

  	
  4.2

  	
  Postponing Scheduled Distributions

  	
  8

  
	
   

  	
  4.3

  	
  Other Benefits Take Precedence Over
  Scheduled Distributions

  	
  8

  
	
   

  	
  4.4

  	
  Withdrawal Payout/Suspensions for
  Unforeseeable Financial Emergencies

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  Change in Control Benefit

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
  Retirement Benefit

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
  Separation from Service

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
  Disability Benefit

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
  Death Benefit

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
  Beneficiary Designation

  	
  10

  
	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
  Beneficiary

  	
  10

  
	
   

  	
  10.2

  	
  Beneficiary Designation; Change

  	
  10

  
	
   

  	
  10.3

  	
  Acknowledgement

  	
  10

  
	
   

  	
  10.4

  	
  No Beneficiary Designation

  	
  10

  
	
   

  	
  10.5

  	
  Doubt as to Beneficiary

  	
  10

  
	
   

  	
  10.6

  	
  Discharge of Obligations

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
  Amendment and Termination

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
  Termination of Plan

  	
  11

  
	
   

  	
  11.2

  	
  Amendment

  	
  11

  



 


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  11.3

  	
  Plan Agreement

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12

  	
  Administration

  	
  11

  
	
   

  	
   

  	
   

  
	
   

  	
  12.1

  	
  In General

  	
  11

  
	
   

  	
  12.2

  	
  Agents

  	
  11

  
	
   

  	
  12.3

  	
  Binding Effect of Decisions

  	
  12

  
	
   

  	
  12.4

  	
  Indemnity of Administrator

  	
  12

  
	
   

  	
  12.5

  	
  Employer Information

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 13

  	
  Other Benefits and Agreements

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE 14

  	
  Claims Procedures

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE 15

  	
  Trust

  	
  12

  
	
   

  	
   

  	
   

  
	
   

  	
  15.1

  	
  Establishment of the Trust

  	
  12

  
	
   

  	
  15.2

  	
  Interrelationship of the Plan and the Trust

  	
  12

  
	
   

  	
  15.3

  	
  Distributions From the Trust

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 16

  	
  Miscellaneous

  	
  13

  
	
   

  	
   

  	
   

  
	
   

  	
  16.1

  	
  Status of Participants and Beneficiaries as
  General Creditors

  	
  13

  
	
   

  	
  16.2

  	
  Non-assignability

  	
  13

  
	
   

  	
  16.3

  	
  Not a Contract of Employment

  	
  13

  
	
   

  	
  16.4

  	
  Captions

  	
  13

  
	
   

  	
  16.5

  	
  Governing Law

  	
  13

  
	
   

  	
  16.6

  	
  Notice

  	
  13

  
	
   

  	
  16.7

  	
  Furnishing Information

  	
  14

  
	
   

  	
  16.8

  	
  Terms

  	
  14

  
	
   

  	
  16.9

  	
  Captions

  	
  14

  
	
   

  	
  16.10

  	
  Successors

  	
  14

  
	
   

  	
  16.11

  	
  Validity

  	
  14

  
	
   

  	
  16.12

  	
  Incompetents

  	
  14

  
	
   

  	
  16.13

  	
  Distribution in the Event of Income
  Inclusion Under 409A

  	
  14

  
	
   

  	
  16.14

  	
  Deduction Limitation on Benefit Payments

  	
  14

  
	
   

  	
  16.15

  	
  Compliance With Section 409A Generally

  	
  15

  
	
   

  	
  16.16

  	
  Insurance

  	
  15

  



 


ii

















 


AFFILIATED
MANAGERS GROUP, INC.


 


DEFERRED
COMPENSATION PLAN


 


EFFECTIVE
JULY 1, 2006


 


Purpose


 


The purpose of the Plan is to provide specified benefits to Directors
and a select group of Employees who contribute materially to the continued
growth, development and business success of Affiliated Managers Group, Inc.


 


The Plan is intended to constitute an unfunded “top hat” plan described
in Section 201(2), 301(a)(3) and 401(a)(1) of Subtitle B of
Title I of ERISA and shall be operated and construed accordingly. The Plan is
also intended to provide for the effective deferral of income for tax purposes
in accordance with its terms, consistent, among other things, with the
requirements of Code Section 409A, and shall be operated and construed
accordingly.  Without limiting the
generality of the Company’s authority under Article 11, the Company may at
any time and from time to time amend or modify the Plan, including
retroactively, to comply with the terms of Code Section 409A or other
applicable law.


 


ARTICLE
1

Definitions


 


For the purposes of this Plan, unless otherwise clearly apparent from
the context, the following phrases or terms shall have the following indicated
meanings:


 


1.1           “Account” shall mean,
with respect to a Participant, an entry on the records of the Employer equal to
the sum of the Participant’s accounts and sub-accounts maintained by the
Administrator under the Plan. The Account shall be a bookkeeping entry only and
shall be utilized solely to measure and determine the amounts to be paid to a
Participant, or his or her designated Beneficiary, pursuant to this Plan.


 


1.2           “Account Balance” shall
mean the balance of the Account (or, when the term is used with respect to any
constituent account or sub-account, the balance of such account or
sub-account).


 


1.3           “Administrator” shall
have the meaning set forth in Article 12.


 


1.4           “Annual Installment
Method” shall mean an annual installment payment of the Participant’s vested
benefit over the number of years selected by the Participant  in accordance with the Plan, commencing
on the Participant’s Benefit Distribution Date and thereafter payable on the
anniversary of the Benefit Distribution Date. 
For any year, the payment will be the balance to the credit of the
Participant’s Account divided by the number of remaining payments.


 


1.5           “Base Salary” shall
mean the annual cash compensation relating to services performed during any
calendar year, excluding distributions from nonqualified deferred compensation
plans, bonuses, overtime, fringe benefits, stock options, relocation expenses,
incentive payments, non-monetary awards, director fees and other fees, and
automobile and other allowances paid to a Participant for employment services
rendered (whether or not includible in the Employee’s gross income).  Base Salary shall be calculated before
deferrals under qualified or nonqualified plans, as determined by the
Administrator.


 


1.6           “Beneficiary” shall
mean one or more persons, trusts, estates or other entities, designated in
accordance with Article 10 to receive Plan benefits, if any, remaining to
be paid upon the death of a Participant.


 


1

















 


1.7           “Beneficiary
Designation Form” shall mean a form prescribed by or acceptable to the
Administrator for the designation of Beneficiaries.


 


1.8           “Benefit Distribution
Date” shall mean a date on which a Participant’s vested Account Balance or
applicable portion thereof will be distributed (if distributable as a lump sum)
or commence to be distributed (if distributed in installments) in accordance
with Article 4, 5, 6 or 7, as the case may be.


 


1.9           “Board” shall mean the
board of directors of the Company.


 


1.10         “Bonus” shall mean any
compensation, in addition to Base Salary, amounts earned by a Participant under
the Company’s annual bonus or cash incentive plan(s) and such other
amounts as the Administrator may specify from time to time.  For avoidance of doubt, a Bonus shall
include, without limitation, amounts payable under the Company’s Long-Term
Executive Incentive Plan.


 


1.11         “Change in Control” shall
mean any “change in control event” as defined in accordance with Section 409A.


 


1.12         “Code” shall mean the
Internal Revenue Code of 1986, as amended and in effect from time to time.


 


1.13         “Company” shall mean
Affiliated Managers Group, Inc., a Delaware corporation, and any successor
to all or substantially all of the Company’s assets or business that assumes
the Plan.


 


1.14         “Company Credit Account”
shall mean that portion of a Participant’s Account that reflects Company
Credits plus or minus notional investment adjustments with respect thereto,
less all related distributions.


 


1.15         “Company Credits” shall
mean the amount determined in accordance with Section 3.5.


 


1.16         “Death Benefit” shall
mean the benefit set forth in Article 9.


 


1.17         “Deferral Account”:  the portion of a Participant’s Account that
reflects Elective Deferrals under the Plan plus or minus notional investment adjustments
with respect thereto, less all related distributions.


 


1.18         “Director” shall mean any
member of the board of directors of the Company.


 


1.19         “Director Fees” shall
mean the annual fees earned by a Director as compensation for serving on the
Board (as determined by the Administrator).


 


1.20         “Disability” or “Disabled”
shall mean that a Participant is (i) unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, or (ii) by reason of
any medically determinable physical or mental impairment which can be expected
to result in death or can be expected to last for a continuous period of not
less than 12 months, receiving income replacement benefits for a period of not
less than 3 months under an accident or health plan covering employees of the
Participant’s Employer.  To the extent
permitted by Section 409A, a Participant shall be deemed Disabled if
determined to be totally disabled by the Social Security Administration, or if
the Participant is determined to be totally and permanently disabled in
accordance with the Employer’s applicable long—term disability insurance program.


 


1.21         “Disability Benefit”
shall mean the benefit set forth in Article 8.


 


1.22         “Election Form” shall
mean the form, which may be in electronic format, prescribed by or acceptable
to the Administrator for the making of permitted elections (other than Beneficiary
designations) under the Plan.


 


2

















 


1.23         “Elective Deferral” shall
mean a deferral of Base Salary, Bonus and Director Fees made under the Plan at
the election of a Participant.


 


1.24         “Employee” shall mean an
individual employed by an Employer.


 


1.25         “Employer(s)” shall mean
the Company and its Affiliates who adopt the Plan with the consent of the
Company.


 


1.26         “ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended and in effect from
time to time.


 


1.27         “First Plan Year” shall
mean the period beginning July 1, 2006 and ending December 31, 2006.


 


1.28         “Measurement Fund” shall
mean the hypothetical investment funds selected by the administrator in
accordance with Section 3.7.


 


1.29         “Participant” shall mean
any Employee or Director (i) who is selected by the Administrator to
participate in the Plan, (ii) whose executed Plan Agreement, Election Form and
Beneficiary Designation Form are accepted by the Administrator, and (iii) whose
Plan Agreement has not terminated.


 


1.30         “Plan” shall mean the
Affiliated Managers Group, Inc. Deferred Compensation Plan, as from time
to time amended and in effect.


 


1.31         “Plan Agreement” shall
mean a written agreement, in form prescribed by or acceptable to the
Administrator, that evidences a Participant’s agreement to the terms of the
Plan and establishes the terms of Plan participation for such Participant.  Except as the Administrator may otherwise
determine, the most recent Plan Agreement with respect to a Participant shall
supersede all prior Plan Agreements with respect to such Participant.  Plan Agreements may vary among Participants
and may provide additional benefits not set forth in the Plan or limit the
benefits otherwise provided under the Plan. A binding agreement between a
Participant and the Company (for example, but without limitation, an employment
or severance agreement) that purports to affect the amount, vesting, timing or
any other term of a deferral, credit or benefit under the Plan, but that is not
designated as a “Plan Agreement,” shall nevertheless, to that extent,
constitute a “Plan Agreement” under the Plan (and, to the extent of the
relevant provision, shall, except as the Administrator otherwise determines,
supersede any prior Plan Agreement governing such provision), but only if and
to the extent that so treating it would not jeopardize the qualification of the
Participant’s Plan deferral(s) under Section 409A.


 


1.32         “Plan Year” shall, except for the First Plan Year, mean the calendar year.


 


1.33         “Retirement”, “Retire(s)”
or “Retired” shall mean, with respect to an Employee, separation from service
with all Employers, other than by reason other than death or Disability, or on
or after the earlier of the attainment of (a) age sixty-five (65) or (b) age
fifty (50) and ten (10) Years of Service; and shall mean with respect to a
Director who is not an Employee, separation from service.  If a Participant is both an Employee and a
Director, Retirement shall not occur until he or she Retires as both an
Employee and a Director.


 


1.34         “Retirement Benefit”
shall mean the benefit set forth in Article 6.


 


1.35         “Scheduled Distribution”
shall mean the distribution set forth in Section 4.1.


 


1.36         “Scheduled Distribution
Date” shall have the meaning set forth in Section 4.1.


 


1.37         “Section 409A” shall
mean Code Section 409A of the Code.


 


1.38         “Separation from Service”
shall mean separation from service with all Employers, voluntarily or
involuntarily, other than by reason of death or Disability.  Whether a leave of absence or other 


 


3

















 


change in work status
constitutes a separate from service shall be determined by the Administrator in
a manner consistent with the requirements of Section 409A.


 


1.39         “Stock” shall mean
Affiliated Managers Group, Inc. common stock, $.01 par value, or any other
equity securities designated by the Administrator.


 


1.40         “Stock Unit” shall mean a
unit that is equivalent to one share of Stock.


 


1.41         “Stock Unit Fund” shall mean
the Measurement Fund notionally invested in Stock.


 


1.42         “Termination Benefit”
shall mean the benefit set forth in Article 7.


 


1.43         “Trust” shall mean one or
more trusts established by the Company in accordance with Article 15.


 


1.44         “Unforeseeable Financial
Emergency” shall mean a severe financial hardship of the Participant or his or
her Beneficiary resulting from (i) an illness or accident of the
Participant, the Participant’s spouse, or the Participant’s dependent (as
defined in Code Section 152(a)), (ii) a loss of the Participant’s or
Beneficiary’s property due to casualty, or (iii) such other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant or the Participant’s Beneficiary, all as
determined in the sole discretion of the Administrator.


 


1.45         “Years of Service” shall
mean the total number of full years in which a Participant has been employed by
one or more Employers.  For purposes of
this definition, a year of employment shall be a 365 day period (or 366 day
period in the case of a leap year) that, for the first year of employment,
commences on the Employee’s date of hiring and that, for any subsequent year,
commences on an anniversary of that hiring date.  The Administrator shall make a determination
as to whether any partial year of employment shall be counted as a Year of
Service.


 


ARTICLE
2

Selection, Enrollment, Eligibility


 


2.1           Selection by Administrator.  Eligibility for the Plan shall be limited to
those Employees or Directors who are selected by the Administrator in its sole
discretion.


 


2.2           Enrollment and Eligibility Requirements; Commencement
of Participation.


 


(a)           To
participate in the Plan, an Eligible Employee or Director must complete and
execute (to the satisfaction of the Administrator) and return to the
Administrator a Plan Agreement, Election Form and a Beneficiary
Designation Form.  Except as herein
provided or as otherwise permitted by the Administrator consistent with the
requirements of Section 409A, any voluntary deferral under the Plan must
be accomplished by the submission of the necessary forms prior to the first day
of the Plan Year in which the relevant services are to be provided or by such
earlier date as the Administrator may establish.


 


(b)           An
Employee or Director who first becomes eligible to participate in this Plan
after the first day of a Plan Year and who wishes to participate in elective
deferrals for the remainder of such Plan Year must submit the necessary forms
within thirty (30) days after he or she first becomes eligible to participate
or by such earlier deadline as the Administrator may establish.  A mid-year deferral election accomplish
pursuant to this subsection (b) shall be effective only with respect to
services performed after the election takes effect.


 


4

















 


ARTICLE
3

Account Credits


 


3.1           Elective Deferrals; Minimum Requirements.  For any Plan Year, a Participant who wishes
to participate in the Elective Deferrals may do so subject to the following
minimum deferral requirements.


 


	
  Deferral

  	
   

  	
  Minimum
  Amount

  
	
  Base Salary
  and Bonus

  	
   

  	
  $

  	
  5,000
  aggregate

  
	
  Director
  Fees

  	
   

  	
  $

  	
  1,000
  aggregate

  



 


If the Administrator
determines, in its sole discretion,  prior
to the beginning of a Plan Year that a Participant has made an election for
less than the stated minimum amounts, or if no election is timely made, the
amount deferred shall be zero.  If a
Participant first becomes eligible to make Elective Deferrals during a Plan
Year, the minimum Elective Deferrals shall be an amount equal to the minimum
set forth above, multiplied by a fraction, the numerator of which is the number
of complete months remaining in the Plan Year and the denominator of which is
12 (except with respect to the First Plan Year, in which the denominator is 6).


 


3.2           Elective Deferrals; Maximum Requirements.  For any Plan Year, a Participant’s Elective
Deferrals, if any, shall be subject to the following percentage maximum
percentage:


 


	
  Deferral

  	
   

  	
  Maximum
  Percentage

  
	
  Base Salary

  	
   

  	
  80%

  
	
  Bonus

  	
   

  	
  100%

  
	
  Director
  Fees

  	
   

  	
  100%

  



 


If a Participant first becomes
eligible to make Elective Deferrals during a Plan Year, the foregoing maximum
percentages shall be applied to the future compensation affected by the
Participant’s mid-year election.  For
compensation that is earned based upon a specified performance period, “Future
compensation” shall be deemed for this purpose not to exceed the total amount
of compensation for the performance period, multiplied by a fraction, the
numerator of which is the number of days remaining in the service period after
the Participant’s deferral election takes effect, and the denominator of which
is the total number of days in the performance period.


 


3.3           Election to Defer; Effect of Election Form.  Insofar as it relates to an Elective
Deferral, an Election Form shall take effect not later than (i) the
first day of the Plan Year next following the effective date of such form, or (ii) in
the case of an Election Form relating to initial mid-year eligibility, a
date specified by the Administrator that is not late than thirty (30) days
following the date of such initial eligibility. 
Once it takes effect, the Election Form shall apply as
follows:  (A) to Base Salary or
Directors Fees earned with respect to services performed on or after the
effective date, and (B) in the case of “performance-based compensation”
(as determined in accordance with Section 409A) based on services
performed over a period of at least twelve (12) months, to any such
compensation payable with respect to a performance period ending at least six (6) months
after the effective date.  The
Administrator shall prescribe such additional rules and limitations as it
determines to be appropriate so that elective deferrals under the Plan comply
with Section 409A.


 


5














 


3.4           Withholding and Crediting of Elective Deferrals.  Elective Deferrals shall be credited to a
Participant’s Account on or as soon as practicable after the relevant payroll
date on which the compensation, but for deferral, would have been paid.


 


3.5           Company Credits. The Administrator may
provide in a Plan Agreement, or on a discretionary basis outside of any Plan
Agreement, for additional, non-elective credits (each, a “Company Credit”) to
the Participant’s Account in accordance with this Section 3.5.  Additional credits pursuant to this Section 3.5
may include, but are not necessarily limited to, credits intended to make up
(in whole or in part) for matching contributions that could not be made under a
tax-qualified defined contribution plan in which the Participant is a member; provided, that any such additional credit
made hereunder shall be consistent with the requirements of Section 401(k)(4)(A) of
the Code.  Company Credits shall be
credited to the Participant’s Account at such times and in such amounts as the
Administrator determines (consistent with the Plan Agreement, in the case of
Company Credits provided for under a Plan Agreement).  Company Credits, if any, need not be made
with respect to all Participants and may vary as to amount and other terms from
Participant to Participant.


 


3.6           Vesting.


 


(a)           A
Participant shall at all times be 100% vested in his or her Deferral Account.


 


(b)           A
Participant shall vest in each Company Credit Account, if any, in accordance
with the vesting schedule forth in his or her Plan Agreement(s).


 


(c)           Except
as otherwise expressly provided in the relevant Plan Agreement, in the event of
a Change in Control, or upon a Participant’s Retirement, death while employed
by an Employer, or Disability, any amounts that are not vested in accordance
with Section 3.6(b) above, shall immediately become 100% vested, provided, that except as otherwise
provided in the Plan Agreement, if and to the extent that the Administrator
determines that such acceleration would cause the deductibility limitations of Section 280G
of the Code to apply, vesting shall be accelerated only to such extent, if any,
as will not result in the application of such deduction limitations. The
Administrator shall make all determinations necessary or appropriate to implement
the foregoing limitation but if so requested by an affected Participant in
writing shall, within ninety (90) days of receiving such request, obtain an
opinion from a nationally recognized accounting firm selected by the
Participant (the “Accounting Firm”) with supporting computations, as to whether
any limitation in the vested percentage hereunder is necessary to avoid the
limits of Section 280G of the Code.


 


3.7           Hypothetical Investment Returns.  Each Participant Account shall be
periodically adjusted (in such manner as the Administrator determines) to
reflect hypothetical returns with respect to the Account, as follows:


 


(a)           Measurement Funds.  Subject to Section 3.7(b), the
Administrator shall select and may from time to time change (including as to
existing Accounts that are deemed invested in an affected fund) a menu of
investment funds (the “Measurement Funds”) to be used to determine hypothetical
investment experience under the Plan. 
The Participant may elect to have his or her Account invested on a
hypothetical basis in one or more of the Measurement Funds, for the purpose of
crediting or debiting additional amounts to his or her Account Balance, and may
from time to time elect to reallocate such hypothetical investments.  Any such election by the Participants shall
be accomplished and given effect in accordance with such rules as the
Administrator may prescribe.  If a
Participant does not elect a Measurement Fund, the Participant’s Account
Balance shall be treated as 


 


6

















 


having been
invested in such default Measurement Fund(s) as the Administrator may
specify.


 


(b)           Affiliated Managers Group, Inc. Stock Unit Fund.


 


(i)            Any
Bonus that the Participant has elected to defer in accordance with Article 3
and which would otherwise be payable in Stock will be automatically allocated
to the Stock Unit Fund and may not be allocated to any other Measurement Fund
except as determined by the Administrator. The Administrator may in its sole
discretion allocate all or any portion of the Company Credit Account to the
Stock Unit Fund.  Amounts allocated to
the Stock Unit Fund shall be distributable only in the form of actual shares of
Stock, except as otherwise determined by the Administrator.


 


(ii)           Notional
earnings credited to the Stock Unit Fund, including dividends declared with
respect to Stock, shall remain allocated to such Stock Unit Fund and deemed to
be reinvested in additional Stock Units until such amounts are distributed to
the Participant, except as otherwise determined by the Administrator. In the
case of a stock dividend, the number of additional Stock Units credited to the
Stock Unit Fund shall be equal to the number of Stock Units multiplied the by
per share Stock dividend (including fractional shares) declared by the Company.
In the case of a cash dividend, the number of additional Stock Units credited
to the Stock Unit Fund shall be equal to the cash dividend times the number of
Stock Units allocated to the Participant’s Account, divided by the fair market
value of a share of Stock as determined by the Administrator in its sole
discretion.


 


(iii)          The
number of Stock Units credited to the Participant’s Stock Unit Fund may be
adjusted by the Administrator, in its sole discretion, to prevent dilution or
enlargement of Participants’ rights with respect to the portion of his or her
Account Balance allocated to the Stock Unit Fund  in the event of any reorganization, reclassification, stock
split, or other corporate transaction or event which, in the Administrator’s
determination, affects the value of the Stock.


 


(c)           No Actual Investment.  The provisions of this Section 3.7 shall
not be construed to require the Administrator or any Employer to segregate, set
aside, or invest any assets for the payment of benefits under the Plan.  However, the Administrator in its discretion
may provide for a “rabbi trust” or similar vehicle to facilitate the payment of
benefits under the Plan so long as the existence, terms and funding of any such
trust or other vehicle do not cause the Plan to fail to be unfunded for tax or
ERISA purposes or to fail to satisfy the requirements of Section 409A.


 


3.8           FICA and Other Taxes.  The Administrator may require that a
Participant’s cash or other compensation be reduced to satisfy any FICA tax or
other tax due with respect to the deferral or vesting of any amount under the
Plan or may require as part of a Plan Agreement or otherwise that the
Participant make other arrangements for the payment of such taxes (which other
arrangements may include, if the Administrator so determines, but shall not be
limited to, a reduction in the Participant’s Account Balance).  Any distribution under the Plan shall be
reduced by any required tax and other withholdings.


 


7

















 


ARTICLE
4


 


Scheduled
Distribution of Deferral Account; Unforeseeable Financial Emergencies


 


4.1           Scheduled Distribution of Deferral Account.  Subject to such limitations (consistent with Section 409A)
as the Administrator may prescribe, a Participant may specify in connection
with the applicable annual or other deferral election pertaining to Elective
Deferrals to have the portion of his or her Account attributable to such
Elective Deferrals and related adjustments under Article 3 to be paid (a “Scheduled
Distribution”) in a lump sum during a sixty (60) day period commencing
immediately after the first day of any Plan Year designated by the Participant
(the “Scheduled Distribution Date”).  The
Scheduled Distribution Date designated by the Participant must be at least one (1) Plan
Year after the end of the Plan Year to which the Participant’s deferral
election relates.  By way of example, if
a Scheduled Distribution is elected for Elective Deferral amounts earned in the
Plan Year commencing January 1, 2007, the earliest Scheduled Distribution
Date would be January 1, 2009, and the Scheduled Distribution would be
payable during the sixty (60) day period commencing January 2, 2009.


 


4.2           Postponing Scheduled Distributions. A
Participant may elect to postpone a Scheduled Distribution described in Section 4.1
above, and have such amount paid out during a sixty (60) day period commencing
immediately after an allowable alternative Scheduled Distribution Date  designated by the Participant in accordance with
this Section 4.2.  In order to make
this election, the Participant must submit a new Scheduled Distribution
Election Form to the Administrator in accordance with the following:


 


(a)           The
new Scheduled Distribution Election Form must be submitted to and accepted
by the Administrator (which has complete discretion as to whether to accept any
new election) at least twelve (12) months prior to the Participant’s previously
designated Scheduled Distribution Date;


 


(b)           The
new Scheduled Distribution Date must be the first day of a Plan Year and must
be at least five years after the previously designated Scheduled Distribution
Date; and


 


(c)           The
new election shall not take effect until at least twelve (12) months after it
is accepted by the Administrator.


 


4.3           Other Benefits Take Precedence Over Scheduled
Distributions.  Except as
the Administrator otherwise determines to be necessary to comply with the
requirements of Section 409A, a Deferral Account that become payable under
Article 5, 6, 7, 8 or 9 as of a date that precedes a Scheduled
Distribution Date under this Article 4 shall be paid in accordance with Article 5,
6, 7, 8 or 9, as the case may be, and not in accordance with this Article 4.


 


4.4           Withdrawal Payout/Suspensions for Unforeseeable
Financial Emergencies.


 


(a)           If
the Participant experiences an Unforeseeable Financial Emergency, the
Participant may petition the Administrator to receive a partial or full payout
from the Plan, subject to the provisions set forth below.


 


(b)           The
payout, if any, from the Plan shall not exceed the lesser of (i) the
Participant’s vested Account Balance, calculated as of the close of business on
or around the date on which the amount becomes payable, as determined by the
Administrator in its sole discretion, or (ii) the amount necessary to
satisfy the Unforeseeable Financial Emergency, plus amounts necessary to pay
Federal, state, or local income taxes or penalties reasonably anticipated 


 


8

















 


as a result of
the distribution.  Notwithstanding the
foregoing, a Participant may not receive a payout from the Plan to the extent
that the Unforeseeable Financial Emergency is or may be relieved (A) through
reimbursement or compensation by insurance or otherwise, (B) by
liquidation of the Participant’s assets, to the extent the liquidation of such
assets would not itself cause severe financial hardship or (C) by
cessation of deferrals under this Plan. 
If the Administrator approves a Participant’s petition for payout, the
Participant shall receive a payout from the Plan within sixty (60) days of the
date of such approval, and the Participant’s deferrals under the Plan shall be
terminated as of the date of such approval.


 


(c)           A
Participant’s deferral elections under this Plan shall also be terminated to
the extent the Administrator determines that termination is required pursuant
to applicable regulations to obtain a hardship distribution from an Employer’s
401(k) plan and is consistent with the requirements of Section 409A.


 


ARTICLE
5


Change
in Control Benefit


 


If so elected
by the Participant (any such election, except as the Administrator may
otherwise determine, to be made irrevocably at commencement of participation in
the Plan), the Participant’s vested Account Balance shall be distributed in a
lump sum payment within sixty (60) days following a Change in Control.  Absent such election, the Participant’s
vested Account Balance shall be paid in accordance with the otherwise
applicable provisions of the Plan.


 


ARTICLE
6

Retirement Benefit


 


If the
Participant’s separation is a Retirement, the applicable vested Account Balance
shall be distributed in accordance with the method elected by the
Participant.  As the Administrator may
prescribe, a Participant may, in connection with each election relating to
Elective Deferrals, specify that the portion of his or her Account (including
notional earnings thereon) attributable to that Plan Year be paid in the form
of either a single lump sum or in installments under the Annual Installment
Method, in each case commencing on the date that is six months and one day
after the date of separation.  Any
election by the Participant to receive payment upon Retirement under the Annual
Installment Method must specify the number of annual installments (not to
exceed fifteen).  A Participant who has
elected or is deemed to have elected a lump sum payment of his or her vested
Account Balance upon Retirement may subsequently elect installments instead,
and a Participant who has elected installments may subsequently elect a lump
sum instead; provided, that the
new election shall not take effect for twelve (12) months and the new Benefit
Distribution Date for the applicable vested Account Balance shall be the fifth
(5th)
anniversary of the Benefit Distribution Date that would otherwise have been
applicable.


 


ARTICLE
7

Separation from Service


 


If the
Participant has a Separation from Service other than on account of Retirement,
the applicable vested Account Balance shall be paid to such Participant in the
form of a single lump sum payment on the date that is six months and one day
after such Separation from Service.


 


9

















 


ARTICLE
8

Disability Benefit


 


In the event
that the Participant becomes Disabled, the Participant shall receive a
Disability Benefit in an amount equal to the applicable vested Account Balance,
which shall be paid to such Participant in the form of a single lump sum
payment within sixty (60) days after such Participant becomes Disabled..


 


ARTICLE
9

Death Benefit


 


The
Beneficiary(ies) of a Participant who dies prior to the distribution of his or
her entire vested Account Balance shall receive the remaining vested balance of
the Account within (or, if payable in installments under the Annual Installment
Method, commencing within) the sixty-day period immediately following the date
of death.  The death benefit so payable
to any Beneficiary shall be paid in a single lump sum.


 


ARTICLE
10

Beneficiary Designation


 


10.1         Beneficiary.  Each Participant shall have the right, at any
time, to designate his or her Beneficiary(ies) (both primary as well as
contingent) to receive any benefits payable under the Plan to a beneficiary
upon the death of a Participant.  The
Beneficiary designated under this Plan may be the same as or different from the
Beneficiary designation under any other plan of an Employer in which the
Participant participates.


 


10.2         Beneficiary Designation; Change.  A Participant shall designate his or her
Beneficiary by completing and signing the Beneficiary Designation Form, and
returning it to the Administrator or its designated agent.  A Participant shall have the right to change
a Beneficiary by completing, signing and otherwise complying with the terms of
the Beneficiary Designation Form and the Administrator’s rules and
procedures, as in effect from time to time. Upon the acceptance by the
Administrator of a new Beneficiary Designation Form, all Beneficiary
designations previously filed shall be canceled.  The Administrator shall be entitled to rely
on the last Beneficiary Designation Form filed by the Participant and
accepted by the Administrator prior to his or her death.


 


10.3         Acknowledgment.  No designation or change in designation of a
Beneficiary shall be effective until received and acknowledged in writing by
the Administrator or its designated agent.


 


10.4         No Beneficiary Designation.  If a Participant fails to designate a
Beneficiary as provided above or, if all designated Beneficiaries predecease
the Participant or die prior to complete distribution of the Participant’s
benefits, then the Participant’s designated Beneficiary shall be deemed to be
his or her surviving spouse.  If the
Participant has no surviving spouse, the benefits remaining under the Plan to
be paid to a Beneficiary shall be payable to the executor or personal
representative of the Participant’s estate.


 


10.5         Doubt as to Beneficiary.  If the Administrator has any doubt as to the
proper Beneficiary to receive payments pursuant to this Plan, the Administrator
shall have the right, exercisable in its discretion, to cause the Participant’s
Employer to withhold such payments until this matter is resolved to the
Administrator’s satisfaction.


 


10.6         Discharge of Obligations.  The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge all Employers and the
Administrator from all further obligations under this Plan with respect to the
Participant, and that Participant’s Plan Agreement shall terminate upon such
full payment of benefits.


 


10

















 


ARTICLE
11

Amendment and Termination


 


11.1         Termination of Plan.  The Company has established the Plan with the
expectation that it will continue the Plan indefinitely but reserves the right,
exercisable in its absolute discretion, to terminate or suspend the Plan at any
time.  In the event of Plan termination
or suspension, except as hereinafter provided, no additional amounts shall be
credited to any Account pursuant to Article 3 other than positive or
negative adjustments to reflect hypothetical investment performance under Section 3.7
and other than the crediting of such Elective Deferrals as to which a deferral
election was in effect, prior to termination, for the Plan Year of termination
and which the Administrator determines must continue to be given effect to
comply with Section 409A.  If the
Plan is amended or terminated in accordance with the immediately preceding
sentence, existing Accounts shall continue to be administered and paid out as
though the Plan had not been terminated (and the Company shall have the
continuing right to amend the Plan provisions affecting such Account, subject
to Section 11.2 below). 
Notwithstanding the foregoing, if permitted by Section 409A and in
accordance with such special rules as the Administrator may establish to
comply with Section 409A, the Company may instead provide upon termination
of the Plan that all Accounts shall be paid out in connection with such
termination.


 


11.2         Amendment.  The Company may, at any time, amend or modify
the Plan in whole or in part; provided,
that no amendment or modification shall be effective if it would cause a
Participant’s Account Balance, determined immediately after the amendment takes
effect, to be lower than it was immediately before the amendment took effect.


 


11.3         Plan Agreement.  Despite the provisions of this Article 11,
if a Participant’s Plan Agreement contains benefits or limitations that are not
in this Plan document, the Employer may only amend or terminate such provisions
with the written consent of the Participant.


 


ARTICLE
12


Administration


 


12.1         In General.  The term “Administrator” as used in the Plan
shall mean the person(s), board or committee principally charged with
administrative responsibility under the Plan, as described in Section 12.2,
and its or their delegates to the extent of the applicable delegation.  The initial Administrator of the Plan shall
be the Compensation Committee of the Board of Directors, and the administrative
responsibility for the Plan shall be delegated by the Compensation Committee to
each, acting singly, of the Executive Vice President and Chief Financial
Officer and the Executive Vice President and General Counsel of the
Company.  The Administrator shall have
the discretion and authority to (i) make, amend, interpret, and enforce
all appropriate rules and regulations for the administration of this Plan,
(ii) determine all issues of eligibility for participation in or benefits
under the Plan, and (iii) subject to the terms of any procedures
established pursuant to Article 12, decide or resolve any and all
questions including interpretations of this Plan that may arise in connection
with the Plan.  No individual who has or
to whom administrative responsibility is delegated hereunder, or who is a
member of a board or committee that has or to which is delegated administrative
responsibility hereunder, shall vote or act on any matter relating solely to
himself or herself.  When making a
determination or calculation, the Administrator shall be entitled to rely on
information furnished by a Participant or the Company.


 


12.2         Agents. In the administration of this
Plan, the Administrator may, from time to time, employ agents and delegate to
them such administrative duties as it sees fit (including acting through a 


 


11

















 


duly appointed
representative) and may from time to time consult with counsel, who may be
counsel to any Employer.


 


12.3         Binding Effect of Decisions.  The decision or action of the Administrator
with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules and
regulations promulgated hereunder shall be final and conclusive and binding
upon all persons having any interest in the Plan.


 


12.4         Indemnity of Administrator.  All Employers shall indemnify and hold
harmless the members of the Administrator (including any Employee to whom the
duties of the Administrator are delegated) any and all claims, losses, damages,
expenses or liabilities arising from any action or failure to act with respect
to this Plan, except in the case of gross negligence or  willful misconduct.


 


12.5         Employer Information.  To enable the Administrator and/or
Administrator to perform its functions, the Company and each Employer shall
supply full and timely information to the Administrator and/or Administrator,
as the case may be, on all matters relating to the Plan, the Trust, the
Participants and their Beneficiaries, the Account Balances of the Participants,
the compensation of its Participants, the date and circumstances of the
Retirement, Disability, death or Termination of Employment of its Participants,
and such other pertinent information as the Administrator or Administrator may
reasonably require.


 


ARTICLE
13

Other Benefits and Agreements


 


The benefits
provided for a Participant and Participant’s Beneficiary under the Plan are in
addition to any other benefits available to such Participant under any other
plan or program for employees of the Participant’s Employer.  The Plan shall supplement and shall not
supersede, modify or amend any other such plan or program except as may
otherwise be expressly provided.


 


ARTICLE
14

Claims Procedures


 


The
Administrator shall adopt and may from time to time amend procedures for the administration
of claims and for the appeal of denied claims under the Plan, all in accordance
with Section 503 of ERISA and the regulations thereunder.


 


ARTICLE
15

Trust


 


15.1         Establishment of the Trust.  In order to provide assets from which to
fulfill its obligations to the Participants and their Beneficiaries under the
Plan, the Company may establish a trust by a trust agreement with a third
party, the trustee, to which each Employer may, in its discretion, contribute
cash or other property, including securities issued by the Company, to provide
for the benefit payments under the Plan, (the “Trust”).


 


15.2         Interrelationship of the Plan and the Trust.  The provisions of the Plan and the Plan
Agreement shall govern the rights of a Participant to receive distributions
pursuant to the Plan.  The provisions of
the Trust shall govern the rights of the Employers, Participants and the
creditors of the Employers to the assets transferred to the Trust.  Each Employer shall at all times remain
liable to carry out its obligations under the Plan.


 


12

















 


15.3         Distributions From the Trust.  Each Employer’s obligations under the Plan
may be satisfied with Trust assets distributed pursuant to the terms of the
Trust, and any such distribution shall reduce the Employer’s obligations under
this Plan.


 


ARTICLE
16

Miscellaneous


 


16.1         Status of Participants and Beneficiaries as General
Creditors.  This Plan is
generally exempt from the provisions of ERISA because it is intended to benefit
a select group of management or highly compensated employees.  Participants and their Beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests or
claims in any property or assets of any Employer.  Their rights to benefits, if any, under the
Plan shall be solely those of unsecured general creditors of the Employer and
shall be limited to those contractual rights expressly set forth in the Plan
and/or Plan Agreements applicable to them.


 


16.2         Non-assignability.  No Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
or otherwise encumber, transfer, hypothecate, alienate or convey in advance of
actual receipt, the amounts, if any, payable hereunder, or any part thereof,
which are, and all rights to which are expressly declared to be, non-assignable
and non-transferable.  No part of the
amounts payable shall, prior to actual payment, be subject to seizure,
attachment, garnishment or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, be transferable by operation of law in the event of a Participant’s or
any other person’s bankruptcy or insolvency or be transferable to a spouse as a
result of a property settlement or otherwise.


 


16.3         Not a Contract of Employment.  The terms and conditions of this Plan shall
not be deemed to constitute a contract of employment between any Employer and
the Participant.  Nothing in the Plan nor
in any Plan Agreement shall limit in any way the Employer’s rights to terminate
any Participant.  The loss of benefits or
potential benefits under the Plan by reason of the termination of a Participant’s
service with the Employer shall not constitute an element of damages in any
claim brought by the Participant or his or her Beneficiary(ies) against the
Employer.


 


16.4         Captions.  The captions of the articles, sections and
paragraphs of this Plan are for convenience only and shall not control or
affect the meaning or construction of any of its provisions.


 


16.5         Governing Law.  Except as preempted by ERISA, the provisions
of this Plan shall be construed and interpreted according to the internal laws
of the Commonwealth of Massachusetts 
without regard to its conflicts of laws principles.


 


16.6         Notice. 
Any notice or filing required or permitted to be given to the
Administrator or the Committee under this Plan shall be sufficient if in
writing and hand-delivered, or sent by registered or certified mail, to the address
below:


 


Affiliated
Managers Group, Inc.


Attn:
Executive Vice President 


and
General Counsel 


600
Hale Street


Prides
Crossing, MA 01965


 


Such notice
shall be deemed given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark on the receipt for registration or
certification.


 


13

















 


Any notice or
filing required or permitted to be given to a Participant under this Plan shall
be sufficient if in writing and hand-delivered, or sent by mail, to the last
known address of the Participant.


 


16.7         Furnishing Information.  A Participant or his or her Beneficiary will
cooperate with the Administrator by furnishing any and all information
requested by the Administrator and take such other actions as may be requested
in order to facilitate the administration of the Plan and the payments of
benefits hereunder, including but not limited to taking such physical
examinations as the Administrator may deem necessary.


 


16.8         Terms. 
Whenever any words are used herein in the masculine, they shall be
construed as though they were in the feminine in all cases where they would so
apply (and vice versa); and whenever any words are used herein in the singular
or in the plural, they shall be construed as though they were used in the
plural or the singular, as the case may be, in all cases where they would so
apply.


 


16.9         Captions.  The captions of the articles, sections and
paragraphs of this Plan are for convenience only and shall not control or
affect the meaning or construction of any of its provisions.


 


16.10       Successors.  The provisions of this Plan shall bind and
inure to the benefit of the Participant’s Employer and its successors and
assigns and the Participant and the Participant’s designated Beneficiaries.  By executing and delivering a Plan Agreement,
a Participant agrees on his or her own behalf and on behalf of all
Beneficiaries to be bound by the terms of the Plan and the Plan Agreement.


 


16.11       Validity.  In case any provision of this Plan shall be
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal or invalid provision had never been inserted
herein.


 


16.12       Incompetents. If the Administrator
determines in its discretion that a benefit under this Plan is to be paid to a
minor, a person declared incompetent or to a person incapable of handling the
disposition of that person’s property, the Administrator may direct payment of
such benefit to the guardian, legal representative or person having the care
and custody of such minor, incompetent or incapable person.  The Administrator may require such documents
and other information as it deems necessary or appropriate to administer the
foregoing provisions.  Any payment of a
benefit shall be a payment for the account of the Participant or the
Participant’s Beneficiary, as the case may be, and shall be a complete
discharge of any liability under the Plan for such payment.


 


16.13       Distribution in the Event of Income Inclusion Under
409A.  If any portion of a
Participant’s Account Balance under this Plan is required to be included in
income by the Participant prior to receipt owing to a failure of this Plan to
meet the requirements of Section 409A, the Participant may petition the
Administrator for a distribution of that portion of his or her Account Balance
that is required to be included in his or her income.  Upon the grant of such a petition, which grant
shall not be unreasonably withheld, the Participant’s Employer shall distribute
to the Participant immediately available funds in an amount equal to the lesser
of (i) the portion of his or her Account Balance required to be included
in income as a result of the failure of the Plan to meet the requirements of Section 409A,
or (ii) the unpaid vested Account Balance.


 


16.14       Deduction Limitation on Benefit Payments.  If the Company reasonably anticipates that
the Employer’s deduction with respect to any distribution from this Plan would
be limited or eliminated by application of Code Section 162(m), then
payment may be delayed to the extent deemed necessary by the Administrator to
ensure that the entire amount of any distribution from this Plan is deductible,
the extent and in the manner permitted by Treasury Regulations 1.409A-3. The
delayed amounts, adjusted pursuant to Section 3.8, shall be distributed to
the Participant 


 


14

















 


(or his or her
Beneficiary in the event of the Participant’s death) at the earliest date the
Employer reasonably anticipates that the deduction of the payment of the amount
will not be limited or eliminated by application of Code Section 162(m) or,
if earlier, by the close of the calendar year in which the Participant separates
from service.


 


16.15       Compliance With Section 409A Generally.  The Administrator may deviate from the
express terms of the Plan or any Plan Agreement if it determines such deviation
to be necessary to comply with the requirements of Section 409A.  The Administrator may also, notwithstanding
the otherwise applicable restrictions on elections and payment under the Plan,
establish opportunities for Participants and Beneficiaries to make any special
elections permitted under the transition rules under Section 409A.


 


16.16       Insurance.  The Employers, on their own behalf or on
behalf of the trustee of the Trust, and, in their sole discretion, may apply
for and procure insurance on the life of the Participant, in such amounts and
in such forms as the Trust may choose. 
The Employers or the trustee of the Trust, as the case may be, shall be
the sole owner and beneficiary of any such insurance. The Participant shall
have no interest whatsoever in any such policy or policies, and at the request
of the Employers shall submit to medical examinations and supply such
information and execute such documents as may be required by the insurance
company or companies to whom the Employers have applied for insurance.


 


IN WITNESS
WHEREOF, the Company has signed this Plan document effective as of July 1,
2006, as amended December 31, 2008.


 


 


	
   

  	
  Affiliated
  Managers Group, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  /S/
  JOHN KINGSTON, III

  
	
   

  	
  Title: Executive
  Vice President, General

  
	
   

  	
             Counsel
  and Secretary

  



 


15