Exhibit 10.2


 


AFFILIATED
MANAGERS GROUP, INC.

LONG-TERM STOCK AND INVESTMENT PLAN


 


ARTICLE I

INTRODUCTION


 


The purpose of
the Plan (as defined below) is to aid the Company (as defined below) in
recruiting and retaining employees of outstanding ability and to motivate such
employees to exert their best efforts on behalf of the Company by providing
incentives through the granting of Awards (as defined below).


 


ARTICLE II

DEFINITIONS


 


The following
capitalized terms used in the Plan have the respective meanings set forth
below:


 


2.1.                              “Account” shall mean the
account or subaccount established and maintained for Awards granted to a
Participant, as described in Article V of the Plan.  Accounts shall be maintained solely as
bookkeeping entries to evidence unfunded obligations of the Company.


 


2.2.                              “Administrator” shall
mean the Chief Executive Officer of the Company or his or her designee.


 


2.3.                              “Award” shall mean a cash
award that shall be credited to a Participant’s Account.


 


2.4.                              “Award Agreement” shall
mean any written agreement, contract, or other instrument or document
evidencing an Award, which may, but need not, be executed or acknowledged by a
Participant.


 


2.5.                              “Company” shall mean
Affiliated Managers Group, Inc.


 


2.6.                              “Hypothetical Investment”
shall mean an investment vehicle specified by the Administrator.


 


2.7.                              “Participant” shall mean
an employee who has been granted an Award under the Plan.


 


2.8.                              “Plan” shall mean the
Affiliated Managers Group, Inc. Long-Term Stock and Investment Plan.


 


2.9.                              “Stock” shall mean common
stock of the Company.


 





















 


ARTICLE III

PARTICIPATION


 


3.1.                              Participation.  Each employee designated by the Administrator
shall become a Participant in the Plan on the date he or she is granted an
Award under the Plan.


 


3.2.                              Continuity of Participation.  A Participant shall remain a Participant
until the date he or she receives a distribution of the entire vested portion
of his or her Accounts or, if earlier, the date such Participant’s interest in
his or her Accounts is forfeited.


 


ARTICLE IV

AWARDS


 


4.1.                              Grant of Awards.  The Administrator, in his sole discretion,
may grant Awards to employees of the Company. 
Subject to the provisions of the Plan, the Administrator shall
determine:  (a) the amount to be
awarded under such Awards; (b) the vesting provisions of an Award; and (c) all
other terms and conditions of such Awards.


 


4.2.                              Termination of Employment.  If a Participant’s employment with the
Company terminates for any reason, an Award, to the extent not then vested,
shall expire and be immediately canceled by the Company without consideration.


 


ARTICLE V

ACCOUNTS


 


5.1.                              Establishment of Accounts.  One or more Accounts will be established for
each Participant, as determined by the Administrator.  The amount of an Award shall be credited to
an Account as of the date of grant of an Award and shall be invested in the
Hypothetical Investments as of the date specified in an Award.  The amounts of hypothetical income,
distributions and appreciation and depreciation in the value of such Account
will be credited and debited to, or otherwise reflected in, such account from
time to time.


 


5.2.                              Hypothetical Investment Vehicles.  Amounts credited to an Account shall be
deemed to be invested, at the Participant’s direction (as described in Section 5.2),
in one or more Hypothetical Investments and, if no election is made, as
prescribed by the terms of the Award Agreement. 
At the discretion of the Administrator any Hypothetical Investment
available under the Plan may be changed or discontinued.


 


5.3.                              Allocation and Reallocation of
Hypothetical Investments.  A Participant may allocate amounts credited
to the Participant’s Account to one or more of the Hypothetical Investments
authorized under the Plan.  Unless
otherwise determined by the Administrator, a Participant may not reallocate
amounts credited to the Participant’s Account to other Hypothetical
Investments.  The Administrator may, in
his discretion, restrict allocation by specified Participants into specified
Hypothetical Investments or specify minimum or maximum amounts that may be
allocated by Participants.


 


5.4.                              No Actual Investment.  Notwithstanding any other provision of the
Plan that may be interpreted to the contrary, the Hypothetical Investments are
to be used for measurement


 


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purposes only.  A Participant’s
election of any Hypothetical Investment, the allocation of such Hypothetical
Investments to the Participant’s Account, the calculation of additional amounts
and the crediting or debiting of such amounts to a Participant’s Account shall not be considered or construed in any
manner as an actual investment of the Participant’s Account in any such
Hypothetical Investments.  In the event
that the Company or a trust or other vehicle established by the Company or the
Administrator, in his discretion, determines to invest funds in any or all of
the Hypothetical Investments, no Participant shall have any rights in or to
such actual investments.


 


ARTICLE VI

DISTRIBUTIONS


 


6.1.                              Distribution Date.  The vested portion of a Participant’s
Account, after reflecting any increase or decrease in investment value, and
giving effect to any applicable tax withholding, shall be distributed to such
Participant (or, if applicable, his or her Beneficiary) as soon as practicable
following the vesting of such vested portion of such Account.


 


6.2.                              Method of Payment.  All distributions under the Plan shall be, in
the sole discretion of the Administrator, in the form of a cash payment or in
shares of Stock.


 


ARTICLE VII

FUNDING AND PARTICIPANT’S INTEREST


 


7.1.                              Plan Unfunded.  The Plan shall be unfunded; provided, however,
that nothing herein shall prevent the Company or the Administrator from
establishing one or more grantor trusts or other vehicles from which benefits
due under the Plan may be paid in certain instances.  In the event that a grantor trust or other
vehicle is established by the Company or the Administrator, nothing herein
shall prevent the Company or the Administrator from terminating or revoking
such vehicle.  All distributions shall be
paid by the Company from its general assets or such trust and a Participant (or
the Participant’s Beneficiary) shall have the rights of a general, unsecured
creditor against the Company for any distributions due hereunder.


 


ARTICLE VIII

ADMINISTRATION AND INTERPRETATION


 


8.1.                              Plan Administrator.  The Administrator shall have complete control
over the administration of the Plan and shall have the authority in his 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. 
The determinations of the Administrator on all matters relating to the
Plan shall be final, binding and conclusive.


 


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ARTICLE IX

AMENDMENT AND TERMINATION


 


9.1.                              Amendment and Termination.  The Administrator reserves the right at any
time and from time to time to modify, alter, amend, suspend and discontinue the
Plan; and the Board reserves the right at any time to terminate the Plan.  Any material modification, alteration or
amendment to the Plan shall be in writing signed by a duly authorized officer
of the Company.


 


ARTICLE X

MISCELLANEOUS PROVISIONS


 


10.1.                        Nonassignability.  No Award 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 10.1 shall be void. 
All the terms of this Plan shall be binding upon such permitted
successors and assigns.


 


10.2.                        Plan Creates No Employment
Rights.  Nothing in the Plan shall confer upon any
Participant the right to continue in the employ of the Company or affect any
right that the Company may have to terminate the employment of a Participant at
any time.


 


10.3.                        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.


 


10.4.                        Adjustments.  In the event of any change in the outstanding
shares of Stock or to any Hypothetical Investment after the Effective Date by
reason of any reverse stock split, reorganization, recapitalization, merger,
consolidation, spin-off, combination or transaction or exchange of Shares or
other corporate exchange, or any transaction similar to the foregoing, the
Administrator in his sole discretion and without liability to any person may
make such substitution or adjustment, if any, as it deems to be equitable, as
to the number or kind of shares of Stock or other securities subject to the
Hypothetical Investment.


 


10.5.                        Withholding.   To the extent required by law in effect at
the time a distribution is made from the Plan, the Company or its agents shall
have the right to withhold or deduct from any distributions (including any
shares of Stock otherwise deliverable) or payments any taxes required to be
withheld by federal, state or local governments.


 


10.6.                        Effective Date.  The effective date of the Plan is November 30,
2004.


 


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