Exhibit 10.1


 


AFFILIATED
MANAGERS GROUP, INC.


EXECUTIVE
RETENTION PLAN


 


Preamble


 


This Plan shall be
known as the Affiliated Managers Group, Inc. Executive Retention Plan (the
“Plan”).  The object of the Plan is to
reward certain select management employees of Affiliated Managers Group, Inc.
(“AMG”) and to align the interests of those employees with those of AMG’s
shareholders.


 


The Plan is not intended
to be qualified under Section 401(a) of the Internal Revenue Code of
1986, as amended, and is not subject to the Employee Retirement Income Security
Act of 1974, as amended.


 


SECTION I.          DEFINITIONS


 


Section 1.1.            “Account”
means one or more of a Participant’s AMG Stock Account, a Participant’s
Affiliate Investments Account, a Participant’s Other Investments Account or the
Unallocated Account, as the context requires.


 


Section 1.2.            “Administrative
Committee” means the committee of the Board appointed by the Board to
administer the Plan.  Initially, the
Administrative Committee shall be the Compensation Committee.


 


Section 1.3.            “Affiliate
Investment” means an equity investment by the Trust in investment products
managed or advised by an affiliate or subsidiary of AMG.


 


Section 1.4.            “Affiliate
Investments Account” means the separate account established in the name of each
Participant under Section 4.1 to hold cash (and Affiliate Investments
purchased with such cash) and any distribution received with respect to such
cash or Affiliate Investments.


 


Section 1.5.            “AMG
Stock Account” means the separate account established in the name of each
Participant under Section 4.1 to hold cash, shares of Stock and any
distributions received with respect to such Stock.


 


Section 1.6.            “Beneficiary”
means the person or persons (including a trust or estate) who are entitled to
receive any benefit payable hereunder by reason of the death of a Participant,
as designated pursuant to Section 9.1.


 


Section 1.7.            “Board”
means the Board of Directors of AMG.


 


Section 1.8.            “Cause”
means any of the following:  (a) the
Participant’s conviction, whether following trial or by plea of guilty or nolo
contendere (or similar plea), in a criminal proceeding (i) on a
misdemeanor charge involving fraud, false statements or misleading


 





















 


omissions, wrongful taking, embezzlement, bribery, forgery, counterfeiting
or extortion, or (ii) on a felony charge or (iii) on an equivalent
charge to those in clauses (i) and (ii) in jurisdictions which do not
use those designations; (b) the Participant’s willful or grossly negligent
failure to perform duties owed to AMG; (c) the Participant’s willful
violation of any securities or commodities laws, any rules or regulations
issued pursuant to such laws, or the rules and regulations of any
securities or commodities exchange or association of which AMG or any of its
subsidiaries or affiliates is a member; or (d) the Participant’s willful
violation of any Firm policy concerning hedging or confidential or proprietary
information, or material violation of any other Firm policy as in effect from
time to time.  The determination as to
whether “Cause” has occurred shall be made by the Administrative
Committee.  In the event the
Administrative Committee believes that a Participant has engaged in of any of
Causes (b) through (d) above, the Administrative Committee shall give
written notice to such Participant of such Cause with sufficient particularity
to permit the Participant to cure such Cause within 30 days following such
written notice.  The Administrative
Committee shall also have the authority to waive the consequences under the Plan
of the existence or occurrence of any of the events, acts or omissions
constituting “Cause”.


 


Section 1.9.            “Change
in Control” means the consummation of a merger, consolidation, statutory share
exchange or similar form of corporate transaction involving AMG (a “Reorganization”)
or sale or other disposition of all or substantially all of AMG’s assets to an
entity that is not an affiliate of AMG (a “Sale”), that in each case requires
the approval of AMG’s stockholders under the law of AMG’s jurisdiction of
organization, whether for such Reorganization or Sale (or the issuance of
securities of AMG in such Reorganization or Sale), unless, immediately
following such Reorganization or Sale, at least a majority of the members of
the board of directors (or similar officials in the case of an entity other
than a corporation) of the parent entity (or, if there is no parent entity, the
surviving entity) following the consummation of the Reorganization or Sale
were, at the time of the Board’s approval of the execution of the initial
agreement providing for such Reorganization or Sale, individuals (the “Incumbent
Directors”) who either (1) were members of the Board on the Effective Date
or (2) became directors subsequent to the Effective Date and whose
election or nomination for election was approved by a vote of at least two-thirds
of the Incumbent Directors then on the Board (either by a specific vote or by
approval of AMG’s proxy statement in which such persons are named as a nominee
for director); but provided further that any such individual whose initial
assumption of office is in connection with an actual or threatened election
contest relating to the election of members of the Board or other actual or
threatened solicitation of proxies or consents by or on behalf of a person
other than the Board, including by reason of agreement intended to avoid or
settle any such actual or threatened contest or solicitation, shall not be
considered an Incumbent Director.


 


Section 1.10.          “Code”
means the Internal Revenue Code of 1986, as amended, from time to time.


 


Section 1.11.          “Disability”
means a disability as defined in any long-term disability plan of AMG or, in
the absence of such plan, the inability of the Participant to perform the
functions of his or her position with AMG for a period of 150 consecutive
business days or 200 business days in a period of 365 consecutive days as
determined by a physician selected by the Administrative Committee in its
reasonable business judgment.


 


2





















 


Section 1.12.          “Effective
Date” means November 7, 2005.


 


Section 1.13.          “Employment”
means a Participant’s performance of services for AMG, as determined by the
Administrative Committee.  The terms “employ”
and “employed” shall have their correlative meanings.


 


Section 1.14.          “Fair
Market Value” means, with respect to Plan Assets on any day, for any security
listed on nationally recognized securities exchange, the closing asked price on
the most recent day on which such security was traded or, if not so listed, the
fair market value as determined in accordance with a valuation methodology
approved by the Administrative Committee.


 


Section 1.15.          “Investment
Administrator” means the person or persons appointed by the Administrative
Committee with the power to direct the Trustee as to investment of Plan Assets
pursuant to the investment elections set forth in each Participant’s executed Award
and Election Form.  Each of John Kingston,
III and Darrell W. Crate shall have the authority to act singly as the initial
Investment Administrator hereunder.


 


Section 1.16.          “Other
Investments Account” means the separate account established in the name of each
Participant under Section 4.1 to hold cash (and investments (other than
AMG Stock or Affiliate Investments purchased with such cash), in accordance
with investment options as approved by the Administrative Committee) and any
distribution received with respect to such cash or investments.


 


Section 1.17.          “Participant”
means an employee of AMG who is designated as a Participant by the
Administrative Committee pursuant to Article II.


 


Section 1.18.          “Participant’s
Accounts” means a Participant’s AMG Stock Account,  Affiliate Investments Account and Other
Investments Account.


 


Section 1.19.          “Plan”
means Affiliated Managers Group, Inc. Executive Retention Plan, as
described herein and as hereafter amended from time to time.


 


Section 1.20.          “Plan
Assets” means cash, Stock or other assets contributed to the Trust by AMG and
any other assets or instruments into which such contributions are converted
pursuant to the Trust, without regard to whether such Plan Assets are held in
the Unallocated Account, an AMG Stock Account, an Affiliate Investments Account
or an Other Investments Account.


 


Section 1.21.          “Plan
Year” means any calendar year or part thereof beginning on the Effective Date.


 


Section 1.22.          “Stock”
means shares of AMG’s common stock, par value $0.01 per share.


 


Section 1.23.          “Trust”
means the legal entity created by the Trust Agreement.


 


Section 1.24.          “Trust
Agreement” means the agreement, dated as of the Effective Date,


 


3





















 


by and between AMG and
the Trustee, including any amendments thereto, setting forth the rights and
obligations of the parties thereto in respect of the contributions to and
distributions from the Trust, and the establishment and administration of the
Accounts pursuant to the Plan.


 


Section 1.25.          “Trustee”
means any corporation, individual or individuals who shall accept the
appointment as trustee to execute the duties of the trustee pursuant to the
Trust Agreement.


 


Section 1.26.          “Unallocated
Account” means a separate account established under Section 4.1 to hold
Plan Assets arising from AMG’s contributions, forfeitures or distributions in
respect of such Plan Assets pending the allocation and reallocation of such
Plan Assets to the AMG Stock Accounts, Affiliate Investments Accounts or Other
Investments Accounts of Participants.


 


SECTION II.         ELIGIBILITY
AND PARTICIPATION


 


Each employee designated
by the Administrative Committee shall become a Participant in the Plan on the
date he or she is so designated.  A
Participant shall remain a Participant until the date he or she receives a
distribution of the entire vested portion of his or her Participant’s Accounts
or, if earlier, the date such Participant’s interest in his or her Participant’s
Accounts is forfeited in accordance with Article V.


 


SECTION III.        CONTRIBUTIONS


 


AMG may irrevocably contribute
cash to the Trust from time to time at its sole discretion.


 


4





















 


SECTION IV.       ALLOCATION
OF CONTRIBUTIONS


 


Section 4.1.            Establishment
of Accounts.  There shall be
established an AMG Stock Account, an Affiliate Investments Account and an Other
Investments Account in the name of each Participant and a separate account (the
Unallocated Account) to which any forfeitures occurring hereunder may be
credited pending allocation to Participants. The Accounts shall also hold any
distributions with respect to the Plan Assets held therein until such
distributions are payable pursuant to the Plan.


 


Section 4.2.            Allocations
to Participants.  The Administrative
Committee shall in its sole discretion designate the total of any contributions
and forfeitures allocable to each Participant each Plan Year.  In the absence of a designation by the
Administrative Committee as to any Plan Year, the allocation formula of the
previous Plan Year shall be used as of the end of such Plan Year, adjusted as
follows: any allocation from such previous Plan Year for Plan Participants
whose accounts were forfeited pursuant to Section 5.5 or who are no longer
employees of AMG shall be allocated among the remaining Participants such that
the ratio of allocations relating to the previous Plan Year among such remaining
Participants is preserved.  The Investment
Administrator shall direct the Trustee to invest such amounts among each Participant’s
Accounts pursuant to investment directions given by Participants on an Award
and Election Form provided by the Company, in the form attached hereto and
accepted by the Administrative Committee.


 


Section 4.3.            Investment.  The AMG Stock Account shall be invested
solely in shares of AMG Stock that the Trustee shall purchase from AMG or
pursuant to open market transactions with any cash contribution made by
AMG.  The Affiliate Investments Account
shall be invested by the Trustee in such Affiliate Investments as directed by
the Investment Administrator from cash contributions made by AMG.  The Other Investments Account shall be
invested by the Trustee in cash or investments (other than AMG Stock or
Affiliate Investments) as directed by the Investment Administrator from cash
contributions made by AMG.


 


Section 4.4.            Voting
of Stock; Tender or Exchange Offers. 
With respect to the Plan Assets allocated to Participant’s Accounts,
each Participant shall be entitled to instruct the Trustee, on a confidential
basis (a) as to the manner in which the Trustee’s rights will be exercised
with respect to any matter which involves the voting or other similar rights
attached to such Plan Assets, (b) in the event of a tender or exchange
offer for all or substantially all of the Stock of AMG, whether such Stock
shall be tendered or exchanged by the Trustee, and (c) in the event of a
tender or exchange offer for all or substantially all of the stock or
securities of a person other than AMG (or its affiliates), whether such Stock
shall be tendered or exchanged by the Trustee. 
Without limiting the foregoing, the Trust Agreement shall provide that
the Trustee shall have no discretion and shall be required to vote, tender or
exchange Plan Assets held by the Trust as follows:  (i) Plan Assets allocated to Participant’s
Accounts shall be voted, tendered or exchanged, as applicable, in accordance
with any instructions received from such Participant or


 


5





















 


such Participant’s authorized representative pursuant to a duly
executed power of attorney or similar instrument, (ii) Plan Assets held in
Participant’s Accounts with respect to which the Trustee does not receive
instructions shall not be voted, tendered or exchanged, as applicable, and (iii) Plan
Assets held in the Unallocated Account shall be voted, tendered or exchanged,
as applicable, in the same proportion as the applicable Plan Assets allocated
to Participant’s Accounts with respect to which instructions are received by
the Trustee are voted, tendered or exchanged.


 


SECTION V.         VESTING


 


Section 5.1.            Vesting.
Unless otherwise set forth in such Participant’s Award and Election Form, a Participant’s
interest in his or her AMG Stock Account, Affiliate Investments Account and Other
Investments Account shall vest in four equal annual increments of twenty-five
percent (25%) commencing on the first day of the new calendar year following
the one year anniversary of the date of grant. 
Subject to the determination of the Administrative Committee, vesting of
stock in the AMG Stock Account or Affiliate Investments Account shall be
subject to rounding to avoid the vesting of fractional shares.


 


Section 5.2.            Deferral.  No Participant shall be permitted to defer
the vesting of Accounts that would otherwise vest pursuant to the terms of this
Section V.


 


Section 5.3.            Vesting
of Forfeitures.  Forfeitures allocated
among Participants pursuant to Section 5.5 shall vest in accordance with Section 5.1,
unless otherwise decided by the Administrative Committee.


 


Section 5.4.            Special
Rule.  Notwithstanding any other
provision of this Plan, provided that a Participant’s Accounts have not
previously been forfeited, such Participant shall be 100% vested in his or her
Participant’s Accounts upon (i) the death or Disability of such
Participant, (ii) such Participant’s termination of Employment by AMG
without Cause or other involuntary termination of employment, (iii) the
termination of the Plan or (iv) a Change in Control.  Except as set forth in this Section 5.4,
the accelerated vesting of Accounts shall be prohibited.


 


Section 5.5.            Forfeiture.  Except as specified in Section 5.4
hereof, unvested Plan Assets in any Participant’s Accounts shall be immediately
forfeited and such unvested Plan Assets shall not be distributable to such
Participant upon the termination of Employment of the Participant.


 


In the event of such
forfeiture, all unvested Plan Assets in any such former Participant’s Accounts
shall be returned to the Unallocated Account, added to any contributions for
such Plan Year and allocated as of the end of the Plan Year in accordance with
the provisions of Section 4.2 hereof. 
In the event that all Participants forfeit the unvested Plan Assets,
such unvested Plan Assets shall be distributed to a Section 501(c)(3) organization
as directed by the Investment Administrator.


 


6





















 


SECTION VI.       DISTRIBUTIONS


 


Section 6.1.            General.  Except as provided below and in Section 9.10,
all vested Plan Assets credited to any Participant’s Accounts shall be promptly
distributed to such Participant (or, if applicable, his or her Beneficiary) and
shall be subject to the provisions of Sections 9.8 and 9.9, provided that any
such distribution shall be made no later than March 15 of the calendar
year following the year in which such Plan Assets become vested. The
distribution of shares of Stock shall be in whole shares only with any
remainder being paid in cash; all other distributions shall be in cash or as
the Administrative Committee determines.


 


Section 6.2.            Earnings.  All net income and net gain allocable to each
Participant’s Accounts for a taxable year shall be distributed from the Trust
to each such Participant no less often than annually, and in any event by March 15
of the year following the year in which net income or net gain arises, without
regard to whether such Participant is vested in Plan Assets held in his or her
Accounts.  For the avoidance of doubt,
net income and net capital gain attributable to Plan Assets held in the
Unallocated Account, shall be allocated to Participants in accordance with Section 4.2
and distributed as provided herein.  No net
taxable income or net taxable gain shall be allocated to the Unallocated
Account.  No interest shall be payable on
dividends or other earnings allocated to a Participant’s Accounts but not yet
distributed.


 


SECTION VII.      ADMINISTRATION
OF PLAN


 


Section 7.1.            Plan
Administrator.  The Plan Administrator
shall be the Administrative Committee which shall have complete control over
the administration of the Plan and shall have the authority in its sole
discretion to (a) exercise all of the powers granted to it under this
Plan, (b) construe, interpret and implement the Plan, (c) prescribe,
amend and rescind rules and regulations relating to the Plan, including rules governing
its own operations, (d) make all determinations necessary or advisable in
administering the Plan, and (e) correct any defect, supply any omission
and reconcile any inconsistency in the Plan. 
Action by the Administrative Committee may be taken by the vote of a
majority of its members.  Any action may
be taken by a written instrument signed by a majority of the members of the
Administrative Committee and action so taken shall be fully as effective as if
it had been taken by a vote at a meeting. 
The determinations of the Administrative Committee on all matters
relating to the Plan shall be final, binding and conclusive.  The responsibility of the Administrative
Committee with respect to the management or control of the assets of the Trust
may be delegated or allocated to the Trustee and, for investment direction to
the Investment Administrator.


 


Section 7.2.            Indemnification.  No member of the Administrative Committee,
the Investment Administrator or any employee of AMG shall be liable for any
action or determination made in good faith with respect to the Plan.  Each such person shall be indemnified and
held harmless by AMG against and from any loss, cost, liability, or expense
that may be imposed upon or incurred by such person in connection with or
resulting from any action, suit or proceeding to which such person may be a
party or in which such person may be involved


 


7





















 


by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by such person, with AMG’s approval,
in settlement thereof, or paid by such person in satisfaction of any judgment
in any such action, suit or proceeding against such person, provided that AMG
shall have the right, at its own expense, to assume and defend the same.  The foregoing right of indemnification shall
not be available to a person to the extent that a final judgment or other final
adjudication binding upon such person establishes that the acts or omissions of
such person giving rise to the indemnification claim resulted from such person’s
bad faith, fraud or willful criminal act or omission.  The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons
may be entitled under AMG’s Articles of Incorporation or Bylaws, as a matter of
law, or otherwise, or any other power that AMG may have to indemnify such
persons or hold them harmless.


 


Section 7.3.            Communication
by Administrative Committee and Investment Administrator.  Decisions and directions of the
Administrative Committee may be communicated to the Investment Administrator,
the Trustee, a Participant, a Beneficiary, AMG or any other person who is to
receive such decision or direction by a document signed by any one or more
members of the Administrative Committee (or persons other than members) so
authorized, and such decision or direction of the Administrative Committee may
be relied upon by the recipient as being the decision of the Administrative
Committee.  The Administrative Committee may
authorize one or more of its members, or a designee who is not a member, to
sign on behalf of the entire Administrative Committee.  Decisions and directions of the Investment
Administrator may be communicated to the Administrative Committee, the Trustee,
a Participant, a Beneficiary, AMG or any other person who is to receive such
decision or direction by a document signed by such Investment Administrator.


 


Section 7.4.            Investment
Administrator.  The Investment
Administrator shall be the Investment Fiduciary, as described in the Trust
Agreement, and shall direct the Trustee in respect of specific investments in
the Affiliate Investments Accounts in order that the holdings in such Affiliate
Investments Accounts readily may satisfy any requirement for payment of cash (a) to
Participants upon vesting of such Affiliate Investments Accounts and (b) to
AMG for satisfaction of any applicable withholding taxes in respect of such
Affiliate Investments Accounts.


 


8





















 


SECTION VIII.     AMENDMENT,
TERMINATION, ETC.


 


The Administrative
Committee reserves the right at any time and from time to time to modify,
alter, amend, suspend, discontinue and terminate the Plan or the Trust
Agreement; provided that, no such modification, alteration, amendment,
suspension, discontinuance or termination shall materially adversely affect,
without the consent of the individual affected Participant, the rights of any
Participant under this Plan with respect to contributions previously made,
except that the Administrative Committee reserves to itself alone the right to (a) accelerate
the vesting of Participants’ Accounts and (b) make distributions to
Participants upon the termination of the Plan. 
Notwithstanding the foregoing, no modification, alteration, amendment or
termination of the Plan may be made which would cause or permit any part of the
assets of the Trust to be used for, or diverted to, purposes other than for the
exclusive benefit of Participants or their Beneficiaries, or which would cause
any part of the assets of the Trust to revert to or become the property of
AMG.  Any modification, alteration or
amendment to the Plan shall be in writing signed by the Chief Executive Officer
of AMG or his designee.


 


9





















 


SECTION IX.       MISCELLANEOUS


 


Section 9.1.            Designation
of Beneficiaries.  A Participant may
designate, in accordance with procedures established by the Administrative
Committee, a Beneficiary or Beneficiaries to receive all or part of the amounts
payable hereunder in the event of such Participant’s death.  A designation of a Beneficiary may be
replaced by a new designation or may be revoked by a Participant at any time in
accordance with procedures established by the Administrative Committee.  In the event of a Participant’s death, the
amounts payable hereunder with respect to which a designation of Beneficiary
has been made shall be paid in accordance with the Plan to such designated
Beneficiary or Beneficiaries.  Any
amounts payable upon death and not subject to such designation shall be
distributed to the Participant’s estate.  If there is any question as to
the legal right of any Beneficiary to receive payment of amounts hereunder, the
amounts in question may be paid to the Participant’s estate, in which event AMG
shall have no further liability to anyone with respect to such amounts.  A Beneficiary shall have no rights under the
Plan other than the right, subject to the immediately preceding sentence, to
receive such amounts, if any, as may be payable under this Section 9.1.


 


Section 9.2.            Nonassignability.  No rights granted to any Participant or any
Beneficiary under the Plan (including any interest in the Accounts) may be
sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise
disposed of (including through the use of any cash-settled instrument) (each
such action being hereinafter referred to as an “assignment”), whether
voluntarily or involuntarily, other than by will or by the laws of descent and
distribution.  Any assignment in
violation of the provisions of this Section 9.2 shall be void.  All the terms of this Plan shall be binding
upon such permitted successors and assigns.


 


Section 9.3.            Plan
Creates No Employment Rights.  Nothing in
the Plan shall confer upon any Participant the right to continue in the employ
of AMG or affect any right which AMG may have to terminate such Employment.


 


Section 9.4.            Limit
on Liability.  No person shall have any
right or interest in the Plan or the Trust other than as provided herein.  The Trust assets shall under no circumstances
be available to the creditors of AMG. 
All distributions under the Plan shall be paid or provided solely from
the Trust assets, and AMG shall have no responsibility or liability to any
Participant or Beneficiary relating to any assets (including Stock) contributed
to the Trust. Any final distribution to any Participant or Beneficiary in
accordance with the provisions of the Plan shall be in full satisfaction of all
claims against the Trust, the Trustee, the Administrative Committee, the
Investment Administrator, the Board, AMG and its employees with respect to the
Plan or Trust.


 


Section 9.5.            Arbitration.  Any dispute, controversy or claim between AMG
and any Participant arising out of or relating to or concerning the provisions
of the Plan or the Trust shall be finally settled by arbitration in Boston,
Massachusetts before the American Arbitration Association (the “AAA”) in
accordance with the commercial arbitration rules of the AAA.  Prior to arbitration, all claims maintained
by any Participant must first be submitted to the Administrative Committee in
accordance with claim procedures determined by the


 


10





















 


Administrative Committee in its sole discretion.  This Section is subject to the
provisions of Section 9.6.


 


Section 9.6.            Choice
of Forum.


 


(a)  AMG AND EACH
PARTICIPANT, AS A CONDITION TO SUCH PARTICIPANT’S PARTICIPATION IN THE PLAN,
HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL
COURT LOCATED IN THE CITY OF BOSTON, MASSACHUSETTS OVER ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN THAT IS NOT
OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO THE PROVISIONS OF SECTION 9.5.  This includes any suit, action or proceeding
to compel arbitration or to enforce an arbitration award.  AMG and each Participant, as a condition to
such Participant’s participation in the Plan, acknowledge that the forum
designated by this Section 9.6(a) has a reasonable relation to the
Plan, and to the relationship between such Participant and AMG.  Notwithstanding the foregoing, nothing herein
shall preclude AMG from bringing any action or proceeding in any other court
for the purpose of enforcing the provisions of Sections 9.5 and 9.6.


 


(b)  The agreement
by AMG and each Participant as to forum is independent of the law that may be
applied in the action, and AMG and each Participant, as a condition to such
Participant’s participation in the Plan, (i) agree to such forum even if
the forum may under applicable law choose to apply non-forum law, (ii) hereby
waive, to the fullest extent permitted by applicable law, any objection which
AMG or such Participant now or hereafter may have to personal jurisdiction or
to the laying of venue of any such suit, action or proceeding in any court
referred to in Section 9.6(a), (iii) undertake not to commence any
action arising out of or relating to or concerning the Plan in any forum other
than the forum described in this Section 9.6 and (iv) agree that, to
the fullest extent permitted by applicable law, a final and non-appealable
judgment in any such suit, action or proceeding in any such court shall be
conclusive and binding upon AMG and each Participant.


 


(c)  Each
Participant, as a condition to such Participant’s participation in the Plan,
hereby irrevocably appoints the General Counsel of AMG as such Participant’s
agent for service of process in connection with any action or proceeding
arising out of or relating to or concerning the Plan which is not arbitrated
pursuant to the provisions of Section 9.5, who shall promptly advise such
Participant of any such service of process.


 


(d)  Each
Participant hereby agrees, as a condition to such Participant’s participation
in the Plan, to keep confidential the existence of, and any information
concerning, a dispute described in Section 9.5 or 9.6, except that a
Participant may disclose information concerning such dispute to the arbitrator
or court that is considering such dispute or to such Participant’s legal
counsel (provided that such counsel agrees not to disclose any such information
other than as necessary to the prosecution or defense of the dispute).


 


11





















 


(e)  Each
Participant recognizes and agrees that prior to being selected by the
Administrative Committee to participate in the Plan such Participant has no
right to any benefits hereunder. Accordingly, in consideration of a Participant’s
selection to participate in the Plan, each Participant expressly waives any
right to contest the amount of any contribution to the Plan, the terms of the
Plan, any determination, action or omission hereunder by the Administrative
Committee, AMG or the Board, or any amendment to the Plan (other than an
amendment to which such Participant’s consent is expressly required by Article VIII).


 


Section 9.7.            Governing
Law.  ALL RIGHTS AND OBLIGATIONS UNDER
THE PLAN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF
LAWS.


 


Section 9.8.            Taxes
and Withholding.


 


(a)  Upon a
Participant’s vesting in all or any portion of his or her Participant’s
Accounts, or in connection with any distribution or other event that gives rise
to a federal or other governmental tax withholding obligation relating to the
Plan (including, without limitation, FICA and Medicare tax), the Trustee shall
satisfy such withholding obligation as provided herein.  If the event giving rise to the withholding
obligation involves a transfer of shares of Stock or other stock or securities,
then the Trustee shall remit to AMG shares of Stock or, as applicable, other
shares of stock or securities, having a Fair Market Value equal to the amount
of tax to be withheld, or, at the discretion of the Participant, the
Participant may pay such withholding obligation directly to AMG in cash.  If the event giving rise to the withholding
obligation involves the Affiliate Investments Account or Other Investments
Account or distribution of income or capital gains of the Trust, then the
Trustee shall take such actions as shall permit it to remit cash to AMG.  For this purpose, Fair Market Value shall be
determined as of the date on which the amount of tax to be withheld is
determined (and any fractional share amount may be settled in cash).


 


(b)  The Trustee may
transfer to AMG any amounts (cash or shares of Stock or other securities)
withheld or received from the Participant pursuant to Section 9.8(a).  Any deduction of cash, shares of Stock or
other securities from the Participant’s Accounts by the Trustee pursuant to
this Section 9.8 shall be treated as a distribution from the Trust to such
Participant and an election by the Participant to have such shares of Stock or
other securities applied to satisfy the withholding obligation.


 


(c)  No Participant
may make an election pursuant to section 83(b) of the Code with
respect to his or her interest in the Trust, any shares of Stock or any other
property held by the Trust.


 


12





















 


Section 9.9.            Consents
and Legends.  The vesting and
distribution to a Participant of any shares of Stock or other stock or securities
may be conditioned on the receipt, to the full satisfaction of the
Administrative Committee, of (a) any and all listings, registrations or
qualifications in respect thereof upon any securities exchange or under any
federal, state or local law, or law, rule or regulation of a jurisdiction
outside the United States, (b) any and all written agreements and
representations by the Participant with respect to the disposition of shares of
Stock or other stock or securities, or with respect to any other matter, which
the Administrative Committee shall deem necessary or desirable to comply with
the terms of any such listing, registration or qualification or to obtain an
exemption from the requirement that any such listing, qualification or
registration be made, (c) any and all other consents, clearances and
approvals in respect of a plan action by any governmental or other regulatory
body or any stock exchange or self-regulatory agency that the Administrative
Committee may determine to be necessary or advisable and (d) any and all
consents or authorizations required to comply with, or required to be obtained
under, applicable local law or otherwise required by the Administrative Committee.  Nothing herein shall require AMG to list,
register or qualify the shares of Stock or other stock or securities on any
securities exchange.  AMG may affix to
any stock certificate (or other document or evidence of ownership) representing
shares of Stock or other stock or securities distributed under the Plan any
legend that the Administrative Committee determines in its sole discretion to
be necessary or advisable (including to reflect any restrictions to which a
Participant may be subject under a separate agreement with AMG). AMG may advise
the transfer agent to place a stop order against any legended shares of Stock
or other stock or securities.


 


Section 9.10.          Forfeiture
and Repayment after Erroneous Vesting. 
If, following any date on which a Participant becomes vested in all or
any portion of his or her Participant’s Accounts (the “Erroneously Vested
Portion”), the Administrative Committee determines that all terms and
conditions of the Plan were not satisfied on the relevant vesting date, such Participant
or former Participant shall cease to be vested in, and shall forfeit, such
Erroneously Vested Portion, and the Trust shall be entitled to receive, and
such Participant or former Participant shall be obligated to pay the Trust
immediately upon demand therefor the Fair Market Value of any shares of Stock
or interest in Affiliate Investments (determined as of the date of vesting) and
the amount of any cash delivered in respect of any distribution of the
Erroneously Vested Portion, without reduction for any shares of Stock or other
securities or cash, applied to satisfy withholding tax or other obligations in
respect of such erroneous vesting event.


 


Section 9.11.          Severability;
Entire Agreement.  If any of the
provisions of this Plan is finally held to be invalid, illegal or unenforceable
(whether in whole or in part), such provision shall be deemed modified to the
extent, but only to the extent, of such invalidity, illegality or
unenforceability and the remaining provisions shall not be affected thereby;
provided, that if any of the provisions of this Plan is finally held to be
invalid, illegal, or unenforceable because it exceeds the maximum scope
determined to be acceptable to permit such provision to be enforceable, such
provision shall be deemed to be modified to the minimum extent necessary to
modify such scope in order to make such provision enforceable hereunder.  The Plan contains the entire agreement of the
parties with respect to the subject matter hereof and supersedes all prior
agreements, promises, covenants, arrangements, communications, representations
and warranties between them, whether written or oral with respect to the
subject matter hereof.


 


13





















 


Section 9.12.          Expenses.
All expenses incurred by the Administrative Committee and the Trustee in
connection with administering this Plan and the Trust shall be paid by
AMG.  All taxes imposed on the Trust
related to income credited to or attributable to Trust assets shall be paid
from such assets and charged against the Participant’s Account to which the
income is allocated as though it were payable directly to the Participant.


 


Section 9.13.          Successors
and Assigns.  The terms of this Plan
shall be binding upon and inure to the benefit of AMG and its successors.


 


Section 9.14.          Plan
Headings.  The headings in this Plan are
for the purpose of convenience only and are not intended to define or limit the
construction of the provisions hereof.


 


Section 9.15.          Construction.  In the construction of this Plan, the
singular shall include the plural, and vice-versa, in all cases where such
meanings would be appropriate.


 


IN WITNESS WHEREOF, and
as evidence of the adoption of this Plan effective as of November 7, 2005 by
AMG, it has caused the same to be signed by its duly authorized officer this 7th
day of November, 2005.


 


 


	
   

  	
  AFFILIATED MANAGERS
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Kingston, III

  
	
   

  	
   

  	
  Name: John Kingston,
  III

  
	
   

  	
   

  	
  Title: Senior Vice
  President,

            Secretary and General
  Counsel

  



 


14