Exhibit 10.1


	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Confirmation of Forward Stock Purchase
  Transaction

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  October 12, 2007

  	
  MLI Ref.: 078279581

  
	
   

  	
   

  	
   

  
	
  To:

  	
  Affiliated Managers Group, Inc.

  600 Hale Street

  Prides Crossing

  Massachusetts 01965

  	
   

  
	
   

  	
   

  	
   

  
	
  To:

  	
  Merrill Lynch International

  Merrill Lynch Financial Centre

  2 King Edward Street

  London EC1A 1HQ

  	
   

  
	
   

  	
   

  	
   

  
	
  From:

  	
  Merrill Lynch, Pierce, Fenner & Smith
  Incorporated,

  solely as Agent

  222 Broadway, 16th Floor

  New York, New York 10038

  
	
   

  	
   

  	
   

  



 


Dear Sir / Madam:


The purpose of
this letter agreement (this “Confirmation”)
is to confirm the terms and conditions of the Transaction entered into between
Merrill Lynch International (“MLI”
or “Party A”), through its agent Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Agent”), and Affiliated Managers Group, Inc. (“Counterparty” or “Party B”) on the Trade Date specified below (the “Transaction”).  This Confirmation constitutes a “Confirmation”
as referred to in the ISDA Master Agreement specified below.


The definitions
and provisions contained in the 2000 ISDA Definitions (the “Swap Definitions”) and the 2002 ISDA
Equity Derivatives Definitions (the “Equity
Definitions” and together with the Swap Definitions, the “Definitions”) in each case as published
by the International Swaps and Derivatives Association, Inc., are incorporated
into this Confirmation.  In the event of
any inconsistency between the Swap Definitions and the Equity Definitions, the
Equity Definitions will govern and in the event of any inconsistency between
the Definitions and this Confirmation, this Confirmation will govern.


1.             This Confirmation evidences a complete binding agreement
between you and us as to the terms of the Transaction to which this
Confirmation relates.  This Confirmation
(notwithstanding anything to the contrary herein) shall be subject to an
agreement in the form of the 1992 ISDA Master Agreement (Multicurrency—Cross
Border) (the “Master Agreement”)
as if we had executed an agreement in such form (but without any Schedule and
with the elections specified in the “ISDA Master Agreement” Section of this
Confirmation) on the Trade Date of the Transaction.  In the event of any inconsistency between the
provisions of that agreement and this Confirmation, this Confirmation will
prevail for the purpose of the Transaction. 
The parties hereby agree that the Transaction evidenced by this
Confirmation shall be the only Transaction subject to and governed by the
Master Agreement.


2.             The terms of the particular Transaction to which this
Confirmation relates are as follows:


	
  General Terms:

  	
   

  
	
   

  	
   

  
	
  Trade Date:

  	
  October 12, 2007

  
	
   

  	
   

  
	
  Effective Date:

  	
  October 17, 2007, subject to cancellation of the
  Forward Stock Purchase Transaction prior to 5:00 p.m. (New York City time) on
  such date by Party B.

  



 













 


	
  Seller:

  	
  MLI

  
	
   

  	
   

  
	
  Buyer:

  	
  Party B

  
	
   

  	
   

  
	
  Shares:

  	
  The shares of common stock, $0.01 par value, of
  Affiliated Managers Group, Inc. (Security Symbol: “AMG”).

  
	
   

  	
   

  
	
  Number of
  Shares:

  	
  1,578,300

  
	
   

  	
   

  
	
  Daily Number of
  Shares:

  	
  The Number of Shares divided by 20.

  
	
   

  	
   

  
	
  Maturity:

  	
  October 15, 2012

  
	
   

  	
   

  
	
  Forward Price:

  	
  $130.77

  
	
   

  	
   

  
	
  Prepayment:

  	
  Applicable

  
	
   

  	
   

  
	
  Prepayment
  Amount:

  	
  $206,394,291 (The Forward Price multiplied by the
  Number of Shares).

  
	
   

  	
   

  
	
  Prepayment Date:

  	
  The Effective Date; provided no cancellation of this
  Forward Stock Purchase Transaction has occurred prior to 5:00 p.m. (New York
  City time) on such date by the Counterparty.

  
	
   

  	
   

  
	
  Exchange:

  	
  New York Stock Exchange

  
	
   

  	
   

  
	
  Related
  Exchange(s):

  	
  All Exchanges.

  
	
   

  	
   

  
	
  Settlement Terms:

  	
   

  
	
   

  	
   

  
	
  Physical
  Settlement:

  	
  Applicable. In lieu of Section 9.2(a)(iii) of the
  Equity Definitions, MLI will deliver to Party B the Daily Number of Shares on
  each Settlement Date.

  
	
   

  	
   

  
	
  Settlement
  Currency:

  	
  USD

  
	
   

  	
   

  
	
  Settlement
  Dates:

  	
  Three Exchange Business Days following each of the
  20 consecutive Trading Days beginning on and including (if such day is a
  Trading Day) Maturity.

  
	
   

  	
   

  
	
  Trading Day:

  	
  Any day on which (i) there is no Market Disruption
  Event (as defined below) and (ii) the New York Stock Exchange or, if the
  Shares are not quoted on the New York Stock Exchange, the principal national
  or regional securities exchange on which the Shares are listed, is open for
  trading or, if the Shares are not so listed, admitted for trading or quoted,
  any Business Day. A “Trading Day” only includes those days that have a
  scheduled closing time of 4:00 p.m. (New York City time) or the then standard
  closing time for regular trading on the relevant exchange or trading system.

  
	
   

  	
   

  
	
  Market
  Disruption Event:

  	
  The occurrence or existence for more than one half
  hour period in the aggregate on any Scheduled Trading Day for the Shares of
  any suspension or limitation imposed on trading (by reason of movements in
  price exceeding limits permitted by the New York Stock Exchange or otherwise)
  in the Shares or in any options, contracts or future contracts relating to
  the Shares, and such suspension or limitation occurs or exists at any time
  before 1:00 p.m. (New York City time) on such day.

  



 



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  Business Day:

  	
  Any weekday that is not a day on which banking
  institutions in The City of New York are authorized or obligated to close.

  
	
   

  	
   

  
	
  Dividends:

  	
   

  
	
   

  	
   

  
	
  Dividend
  Payment:

  	
  In lieu of Section 9.2(a)(iii) of the Equity
  Definitions, MLI will pay to Party B the Dividend Amount on the Dividend
  Payment Date.

  
	
   

  	
   

  
	
  Dividend Amount:

  	
  (a) 100% of any gross cash dividend per Share declared
  by the Issuer to holders of record of a Share on any record date occurring
  during the period from, and including, the Effective Date to, but excluding,
  the final Settlement Date, multiplied by (b) the Number of Shares minus the
  sum of the Daily Number of Shares for each Settlement Date that has occurred
  as of the date of determination.

  
	
   

  	
   

  
	
  Dividend Payment
  Date:

  	
  Each date on which the relevant Dividend Amount is
  paid by the Issuer to holders of record of a Share.

  
	
   

  	
   

  
	
  Share Adjustments:

  	
   

  
	
   

  	
   

  
	
  Method of Adjustment:

  	
  Calculation Agent Adjustment.

  
	
   

  	
   

  
	
  Extraordinary Events:

  	
   

  
	
   

  	
   

  
	
  Consequences of Merger Events:

  	
   

  
	
   

  	
   

  
	
  Share-for-Share:

  	
  Alternative Obligation.

  
	
   

  	
   

  
	
  Share-for-Other:

  	
  Cancellation and Payment.

  
	
   

  	
   

  
	
  Share-for-Combined:

  	
  Component Adjustment.

  
	
   

  	
   

  
	
  Tender Offer:

  	
  Not Applicable.

  
	
   

  	
   

  
	
  Nationalization, Insolvency or

  Delisting:

  	
  Cancellation and Payment

  
	
   

  	
   

  
	
  Determining Party for Merger Events and Nationalization,
  Insolvency or Delisting:

  	
  MLI

  
	
   

  	
   

  
	
  Additional Disruption Events:

  	
   

  
	
   

  	
   

  
	
  Change in Law:

  	
  Applicable

  
	
   

  	
   

  
	
  Failure to
  Deliver:

  	
  Applicable, provided that Section 12.9(a)(iii) of
  the Equity Definitions is hereby amended by adding the words “, if such
  failure is not remedied on or before the 30th (thirtieth) Clearance System Business Day
  following the Settlement Date” at the end thereof.

  



 



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  Hedging
  Disruption:

  	
  Not Applicable

  
	
   

  	
   

  
	
  Increased Cost
  of Hedging:

  	
  Not Applicable

  
	
   

  	
   

  
	
  Hedging Party:

  	
  MLI

  
	
   

  	
   

  
	
  Determining
  Party:

  	
  MLI

  
	
   

  	
   

  
	
  Non-Reliance:

  	
  Applicable

  
	
   

  	
   

  
	
  Agreements and Acknowledgements Regarding Hedging
  Activities:

  	
  Applicable

  
	
   

  	
   

  
	
  Additional Acknowledgements:

  	
  Applicable

  



 


3.             Early
Termination:


MLI
may elect to early terminate this Transaction in whole or in part by delivering
written notice (a “Party A Early Termination
Notice”) to Party B specifying (i) the number of Shares subject
to such early termination (the “Party A Early Termination
Shares”) and (ii) the related Settlement Date.  MLI’s payment obligation in respect of this
Transaction shall be satisfied by the delivery of the Party A Early Termination
Shares.  The Party A Early Termination
Shares will be deliverable on the third Trading Day following the Settlement
Date specified in the Party A Early Termination Notice.  Such an early termination of this Transaction
shall be effective only with respect to the Party A Early Termination Shares,
and the Transaction otherwise shall remain in full force and effect.


Party
B may request that MLI exercise its right to early terminate the Transaction in
whole or in part at any day, which request shall not be unreasonably denied by
MLI; provided that on the date of such request, neither Counterparty nor any of
its affiliates is in possession of any material non-public information with
respect to Counterparty or the Shares. 
For the avoidance of doubt, the parties agree that is shall be
reasonable for MLI to deny any early termination request for reasons, including
without limitation, relating to the unavailability or cost of stock borrow of
the Shares.


Beginning
on the one month anniversary after the date on which none of Counterparty’s
Floating Rate Convertible Senior Debentures due February 25, 2033, whether as a
result of redemption, repurchase, conversion and/or any other event, remain
outstanding, Counterparty may elect to early terminate this Transaction in
whole or in part by delivering written notice (a “Party B
Early Termination Notice”) to Party A specifying (i) the number
of Shares subject to such early termination (the “Party B
Early Termination Shares”) and (ii) the related Settlement
Date.  MLI’s payment obligation in respect
of this Transaction shall be satisfied by the delivery of the Party B Early
Termination Shares.  The Party B Early
Termination Shares will be deliverable on the third Trading Day following the
Settlement Date specified in the Party B Early Termination Notice, unless the
number of Party B Early Termination Shares exceeds the Daily Number of Shares,
in which case delivery shall be staggered over consecutive Trading Days
(beginning with the third Trading Day following the Settlement Date), with MLI
delivering on each such day the greater of (i) the Daily Number of Shares and
(ii) the remaining Party B Early Termination Shares that have not yet been
delivered, until no Party B Early Termination Shares remain to be delivered.  Such an early termination of this Transaction
pursuant to this section shall be effective only with respect to the Party B
Early Termination Shares, and the Transaction otherwise shall remain in full
force and effect.


4.             Staggered Settlement:


If
MLI determines reasonably and in good faith that the number of Shares required
to be delivered to Party B hereunder on any Settlement Date would exceed 8.0%
of all outstanding Shares, then MLI may, by notice to Party B on or prior to
such Settlement Date (a “Nominal
Settlement Date”), elect to deliver the Shares comprising the
related Settlement Amount on two or more dates (each, a “Staggered Settlement Date”) or at two
or more times on the Nominal Settlement Date as follows:


(1)                                  in
such notice, MLI will specify to Party B the related Staggered Settlement Dates
(the first of which will be such Nominal Settlement Date and the last of which
will be no later than twenty (20)



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Exchange Business Days
following such Nominal Settlement Date) or delivery times and how it will
allocate the Shares it is required to deliver hereunder among the Staggered
Settlement Dates or delivery times;


(2)                                  the
aggregate number of Shares that MLI will deliver to Party B hereunder on all
such Staggered Settlement Dates or delivery times will equal the number of
Shares that MLI would otherwise be required to deliver on such Nominal
Settlement Date; and


(3)                                  the
Physical Settlement terms will apply on each Staggered Settlement Date, except
that the Shares comprising the Settlement Amount will be allocated among such
Staggered Settlement Dates or delivery times as specified by MLI in the notice
referred to in clause (1) above.


Notwithstanding anything
herein to the contrary, solely in connection with a Staggered Settlement Date,
MLI shall be entitled to deliver Shares to Party B from time to time prior to
the date on which MLI would be obligated to deliver them to Party B pursuant to
the Physical Settlement terms set forth above, and Party B agrees to credit all
such early deliveries against MLI’s obligations hereunder in the direct order
in which such obligations arise.  No such
early delivery of Shares will accelerate or otherwise affect any of Party B’s
obligations to MLI hereunder.


5.             Matters Relating to Agent:


In connection with the Transaction confirmed
hereby, the Agent, a broker-dealer registered under the Securities Exchange Act
of 1934 as amended (the “Exchange Act”),
will be responsible for: (a) effecting the Transaction (though the Agent shall
not be responsible for negotiating the terms of the Transaction), (b) issuing
all required confirmations and statements to Party B relating to the
Transaction, (c) as between MLI and the Agent, extending or arranging for the
extension of any credit to Party B in connection with the Transaction, (d)
maintaining required books and records relating to the Transaction, (e)
complying, to the extent applicable, with Rule 15c3-1 under the Exchange Act
and (f) unless otherwise permitted under applicable law or applicable
interpretations thereof, receiving, delivering and safeguarding funds and
securities in compliance with Rule 15c3-3 under the Exchange Act.


The Agent is acting hereunder solely in its
capacity as agent (and not as principal or guarantor) in connection with the
Transaction entered into between Party B and MLI, pursuant to instructions
received from Party B and MLI, and shall have no responsibility or liability to
Party B or MLI arising from any failure by either of them to pay or perform any
obligation hereunder.  Each of Party B
and MLI acknowledges the foregoing and agrees that it will proceed solely
against the other to collect or recover any funds or securities owing to it in
connection with or arising from the Transaction.  The Agent shall not be deemed to have
endorsed or guaranteed the Transaction confirmed hereby and shall have no
responsibility or liability to either Party B or MLI except for gross
negligence or willful misconduct in the performance of its duties as agent.


Notwithstanding anything to the contrary that
may be contained herein, all notices, communications, demands or deliveries of
funds or securities hereunder between Party B and MLI shall be effected through
the Agent at the address and to the accounts set forth below:


Merrill Lynch, Pierce,
Fenner & Smith Incorporated,

as Agent


Four World Financial
Center

North Tower, 5th Floor

New York, NY 10080

Attention:  Equity-Linked Capital Markets

Tel:  (212) 449-6763

Fax: (212) 738-1069



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6.             Account Details:


	
  Account for payments and delivery of Shares to
  Party B:

  	
  To be advised.

  
	
   

  	
   

  
	
  Account for payments to MLI:

  	
  Chase Manhattan Bank, New York

  ABA: 02100021

  FAO: MLI Equity Derivatives

  A/C: 066213118

  



 


7.             Other Provisions:


	
  Regulatory Compliance:

  	
  The parties agree that if the delivery of Shares
  upon settlement is subject to any restriction imposed by a regulatory
  authority, the parties will negotiate in good faith a procedure to effect
  settlement of such Shares in a manner that complies with any relevant rules
  of such regulatory authority and that is satisfactory in form and substance
  to their respective counsel. So long as such restriction is applicable, the
  failure to make such delivery (or related payments or deliveries) shall not
  be an Event of Default. If the parties do not agree on a mutually
  satisfactory procedure within ten (10) Exchange Business Days, settlement of
  this Transaction shall be effected by the payment of an amount in cash equal
  to the value of the number of Shares to be delivered as determined by the
  Calculation Agent in a commercially reasonable manner.

  
	
   

  	
   

  
	
  Compliance with Securities Laws:

  	
  Each party represents and agrees that it has
  complied, and will comply, in connection with this Transaction and all
  related sales and purchases of Shares, with the applicable provisions of the
  Securities Act of 1933 as amended (the “Securities Act”),
  the Exchange Act and the rules and regulations thereunder, including, without
  limitation, Rules 10b-5, 10b-18 and 13(e), as applicable, under the Exchange
  Act, provided that each party shall be entitled to rely conclusively on any
  information communicated by the other party concerning such other party’s
  market activities.

  
	
   

  	
   

  
	
   

  	
  Each party acknowledges that the offer and sale of
  the Shares to it is intended to be exempt from registration under the
  Securities Act by virtue of Section 4(2) thereof. Accordingly, Party B
  represents and warrants to MLI that (i) it has the financial ability to bear
  the economic risk of its investment in the Transaction and is able to bear a
  total loss of its investment, (ii) it is an “accredited investor” as that
  term is defined in Regulation D as promulgated under the Securities Act and
  (iii) the disposition of the Transaction is restricted under this
  Confirmation, the Securities Act and state securities laws.

  
	
   

  	
   

  
	
   

  	
  Party B further represents that:

  
	
   

  	
   

  
	
   

  	
  (a) it has filed all the reports required to be
  filed thereunder during the 12 months preceding Trade Date (other than Form
  8-K reports), and as of each of the three (3) Exchange Business Days
  preceding the Trade Date, the reports, taken together do not contain any
  untrue statement of a material fact or omission of a material fact required
  to be stated therein or necessary in order to make the statements made, in
  the light of the circumstances under which they were made, not misleading;

  
	
   

  	
   

  
	
   

  	
  (b) if it were to have purchased a number of Shares
  equal to the Number of Shares on the Trade Date using Merrill Lynch, Pierce,
  Fenner & Smith Incorporated as broker, such purchase(s) would have
  complied with all contractual obligations of Party B;

  



 



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  (c) if Party B purchases any Shares pursuant to this
  Transaction, such purchase(s) will comply with (i) all laws and regulations
  applicable to Party B, and (ii) all contractual obligations of Party B;

  
	
   

  	
   

  
	
   

  	
  (d) Party B is not entering into this Agreement to
  create actual or apparent trading activity in the Shares (or any security
  convertible into or exchangeable for Shares) or to manipulate the price of
  the Shares (or any security convertible into or exchangeable for Shares).

  
	
   

  	
   

  
	
  Bankruptcy Rights:

  	
  In the event of Party B’s bankruptcy, insolvency or
  similar proceeding, MLI’s rights in connection with this Transaction shall
  not exceed those rights held by common shareholders. For the avoidance of
  doubt, the parties acknowledge and agree that MLI’s rights with respect to
  any other claim arising from this Transaction prior to Party B’s bankruptcy,
  insolvency or similar proceeding shall remain in full force and effect and
  shall not be otherwise abridged or modified in connection herewith.

  
	
   

  	
   

  
	
  Set Off:

  	
  Upon the occurrence of an Event of Default or
  Termination Event with respect to Counterparty as the Defaulting Party or the
  Affected Party (“X”), MLI (“Y”) will have the right (but not be obliged)
  without prior notice to X or any other person to set-off or apply any
  obligation of X under an Equity Contract owed to Y (or any Affiliate of Y)
  (whether or not matured or contingent and whether or not arising under this
  Agreement, and regardless of the currency, place of payment or booking office
  of the obligation) against any obligation of Y (or any Affiliate of Y) under
  an Equity Contract owed to X (whether or not matured or contingent and
  whether or not arising under this Agreement, and regardless of the currency,
  place of payment or booking office of the obligation). Y will give notice to
  the other party of any set-off effected under this section.

  
	
   

  	
   

  
	
   

  	
  “Equity Contract”
  shall mean for purposes of this section any Transaction relating to Shares
  between X and Y that qualifies as ‘equity’ under applicable accounting rules.
  Amounts (or the relevant portion of such amounts) subject to set-off may be
  converted by Y into the Termination Currency at the rate of exchange at which
  such party would be able, acting in a reasonable manner and in good faith, to
  purchase the relevant amount of such currency.

  
	
   

  	
   

  
	
   

  	
  If any obligation is unascertained, Y may in good
  faith estimate that obligation and set-off in respect of the estimate,
  subject to the relevant party accounting to the other when the obligation is
  ascertained. Nothing in this section shall be effective to create a charge or
  other security interest. This section shall be without prejudice and in
  addition to any right of set-off, combination of accounts, lien or other
  right to which any party is at any time otherwise entitled (whether by
  operation of law, contract or otherwise).

  
	
   

  	
   

  
	
   

  	
  Notwithstanding any provision of the Agreement as
  incorporated in any Confirmation or any other existing or future agreement,
  Counterparty hereby waives any and all rights to set-off, whether arising
  under any agreement, applicable law, or otherwise, except as provided herein.

  
	
   

  	
   

  
	
   

  	
  In the event of Counterparty’s bankruptcy, MLI
  waives any and all rights to set-off it has, whether arising under any
  agreement, applicable law or otherwise.

  



 



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  Collateral:

  	
  No collateral is transferred in connection with this
  Transaction.

  
	
   

  	
   

  
	
  Transfer:

  	
  MLI may transfer its rights or delegate its
  obligations under this Transaction with the prior written consent of Party B,
  provided that MLI may assign its rights and delegate its obligations
  hereunder, in whole or in part, to any affiliate (an “Assignee”) of Merrill Lynch & Co.
  (“ML&Co.”), effective (the “Transfer  Effective Date”) upon delivery to Party B of both (i) an executed
  acceptance and assumption by the Assignee (an “Assumption”) of the transferred obligations of MLI under
  this Transaction (the “Transferred  Obligations”)
  and (ii) an executed guarantee (the “Guarantee”)
  of ML&Co. of the Transferred Obligations. On the Transfer Effective Date,
  (a) MLI shall be released from all obligations and liabilities arising under
  the Transferred Obligations and (b) the Transferred Obligations shall cease
  to be Transactions(s) under the Agreement and shall be deemed to be
  Transactions(s) under the ISDA Master Agreement between Assignee and Party B,
  provided that, if at such time Assignee and Party B have not entered into a Master
  Agreement, Assignee and Party B shall be deemed to have entered into a form
  of the 1992 ISDA Master Agreement (Multicurrency—Cross Border) and Schedule
  substantially in the form of the Master Agreement and Schedule between Party
  B and MLI.

  
	
   

  	
   

  
	
  Regulation:

  	
  MLI is regulated by The Securities and Futures
  Authority Limited and has entered into this Transaction as principal.

  
	
   

  	
   

  
	
  Indemnification:

  	
  Party B and the MLI agrees to indemnify the other
  party and its affiliates and their respective directors, officers, agents and
  controlling parties (each person/entity being an “Indemnified Party”) from and against
  any and all losses, claims, damages and liabilities, joint and several, to
  which such Indemnified Party may become subject under any applicable law, or
  otherwise related to, arising out this Transaction and will reimburse any
  Indemnified Party for all expenses (including reasonable and documented legal
  fees and expenses) as they are incurred in connection with the investigation
  of, preparation for, or defense of any pending or threatened claim or any
  action or proceeding arising therefrom, whether or not such Indemnified Party
  is a party thereto. Neither Party B nor MLI will be liable under the
  foregoing Indemnification provision to the extent that any loss, claim,
  damage, liability or expense is found in a final judgment by a court to have
  resulted from the other party’s gross negligence or willful misconduct.

  



 


8.             ISDA
Master Agreement:


With respect to the Master Agreement, MLI and Party B each agree as follows:


“Specified Entity” means in relation to
MLI and in relation to Party B for the purpose of this Transaction: Not
applicable.


“Specified Transaction” will have the
meaning specified in Section 14 of the Master Agreement.


The “Cross Default” provisions of Section
5(a)(vi) of the Master Agreement will not apply to MLI and Party B.



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The “Credit Event Upon Merger”
provisions of Section 5(b)(iv) of the Master Agreement will not apply to
MLI and Party B.


The “Automatic Early Termination”
provision of Section 6(a) of the Master Agreement will not apply to MLI
or to Party B.


Payments on Early Termination.  For the purpose of Section 6(e) of the
Master Agreement, payments in respect of this Transaction shall be limited to
the delivery of the Number of Shares (as reduced by any previous delivery of
Shares pursuant to section 3 hereof or otherwise) or an amount in cash equal in
value thereto as determined by the Calculation Agent in a commercially
reasonable manner.


“Termination Currency” means USD.


Tax Representations.


(a)                                  Payer Representation.  For
the purpose of Section 3(e) of the Master Agreement, each party
represents to the other party that it is not required by any applicable law, as
modified by the practice of any relevant governmental revenue authority, of any
Relevant Jurisdiction to make any deduction or withholding for or on account of
any Tax from any payment (other than interest under Section 2(e), 6(d)(ii),
or 6(e) of the Master Agreement) to be made by it to the other party
under the Master Agreement.  In making
this representation, each party may rely on (i) the accuracy of any
representations made by the other party pursuant to Section 3(f) of the
Master Agreement, (ii) the satisfaction of the agreement contained in Section
4(a)(i) or 4(a)(iii) of the Master Agreement, and the accuracy and
effectiveness of any document provided by the other party pursuant to Section
4(a)(i) or 4(a)(iii) of the Master Agreement, and (iii) the
satisfaction of the agreement of the other party contained in Section 4(d)
of the Master Agreement; provided that it will not be a breach of this
representation where reliance is placed on clause (ii) above and the other
party does not deliver a form or document under Section 4(a)(iii) of the
Master Agreement by reason of material prejudice to its legal or commercial
position.


(b)                                 Payee Representation.  For
the purpose of Section 3(f) of the Master Agreement, each party makes
the following representations to the other party:


(i)                                   MLI
represents that it is a corporation organized under the laws of England and
Wales.


(ii)                                Party
B represents that it is a corporation incorporated in the State of Delaware.


Delivery Requirements.  For the purpose of Sections 4(a)(i)
and (ii) of the Master Agreement, each party agrees to deliver the
following documents:


(a)           Tax forms, documents
or certificates to be delivered are:


Each party agrees to complete (accurately and in a
manner reasonably satisfactory to the other party), execute, and deliver to the
other party, United States Internal Revenue Service Form W-9 or W-8 BEN, or any
successor of such form(s): (i) before the first payment date under this  Confirmation; (ii) promptly upon reasonable demand by
the other party; and (iii) promptly upon learning that any such form(s)
previously provided by the other party has become obsolete or incorrect.



 9
 









 


(b)           Other documents to
be delivered:


	
  Party Required to Deliver
  Document

  	
   

  	
  Document Required to be Delivered

  	
   

  	
  When Required

  	
   

  	
  Covered by Section 3(d)
  Representation

  
	
  Party B

  	
   

  	
  Evidence of the authority and true signatures of
  each official or representative signing this Confirmation

  	
   

  	
  Upon or before execution and delivery of this
  Confirmation

  	
   

  	
  Yes

  
	
  Party B

  	
   

  	
  Certified copy of the resolution of the Board of
  Directors or equivalent document authorizing the execution and delivery of
  this Confirmation and such other certificates as MLI shall reasonably request

  	
   

  	
  Upon or before execution and delivery of this
  Confirmation

  	
   

  	
  Yes

  
	
  MLI

  	
   

  	
  Guarantee of its Credit Support Provider,
  substantially in the form of Exhibit A attached hereto, together with
  evidence of the authority and true signatures of the signatories, if
  applicable

  	
   

  	
  Upon or before execution and delivery of this
  Confirmation

  	
   

  	
  No

  



 


Addresses for Notices.  For the purpose of Section 12(a) of
the Master Agreement:


Address for notices or communications to MLI for
all purposes:


Address:                                               Merrill
Lynch International

Merrill Lynch Financial Centre

2 King Edward Street

London EC1A 1HQ


Attention:                                         Manager,
Fixed Income Settlements


Facsimile:              44 207 995
2004


Telephone:                                    44 207 995
3769


Additionally, a copy of all notices pursuant to Sections 5, 6,
and 7 as well as any changes to Party B’s address, telephone number or
facsimile number should be sent to:


Address:                                               GMI
Counsel

Merrill Lynch World Headquarters

4 World Financial Center

New York, New York 10080


Attention:                                         Global
Equity Derivatives


Facsimile
No.:     (212) 449-6576


Telephone No.:    (212)
449-6309


Address for notices or communications to Party B
for all purposes:


Address:                                               Affiliated
Managers Group, Inc.

600 Hale Street,

Prides Crossing, Massachusetts 01965


Attention:                                         Darrell W.
Crate, Executive Vice President, Chief Financial Officer and Treasurer


Process Agent.  For the purpose of Section 13(c) of
the Master Agreement, MLI appoints as its Process Agent:


Address:                                               Merrill
Lynch, Pierce, Fenner & Smith Incorporated

222 Broadway, 16th Floor

New York, New York 10038


Attention:                                         Litigation
Department


Party
B does not appoint a Process Agent.


Multibranch Party.  For the purpose of Section 10(c) of
the Master Agreement: Neither MLI nor Party B is a Multibranch Party.



 10















 


Calculation Agent.   The Calculation Agent
is MLI, whose judgments, determinations and calculations in the Transaction and
any related hedging transaction between the parties shall be made in good faith
and in a commercially reasonable manner.


Credit Support Document.


MLI:  Guarantee of ML&Co. in
the form attached hereto as Exhibit A.


Party B:  Not Applicable


Credit Support Provider.


With respect to MLI:  ML&Co.


With respect to Party B:  Not
Applicable.


Governing Law.  This Confirmation
will be governed by, and construed in accordance with, the laws of the State of
New York.


Waiver of Jury Trial.  Each party waives, to the fullest extent
permitted by applicable law, any right it may have to a trial by jury in
respect of any suit, action or proceeding relating to the Transaction.  Each party (i) certifies that no
representative, agent or attorney of the other party has represented, expressly
or otherwise, that such other party would not, in the event of such a suit,
action or proceeding, seek to enforce the foregoing waiver and (ii)
acknowledges that it and the other party have been induced to enter into the
Transaction, as applicable, by, among other things, the mutual waivers and
certifications provided herein.


Netting of Payments.  The provisions of Section 2(c) of the
Master Agreement shall not be applicable to the Transaction.


Basic Representations.   Section 3(a)
of the Master Agreement is hereby amended by the deletion of “and” at the end
of Section 3(a)(iv); the substitution of a semicolon for the period at
the end of Section 3(a)(v) and the addition of Sections 3(a)(vi),
as follows:


Eligible
Contract Participant; Line of Business.  Each party agrees and represents
that it is an “eligible contract participant” as defined in Section 1a(12)
of the U.S. Commodity Exchange Act, as amended (“CEA”),
this Agreement and the Transaction thereunder are subject to individual
negotiation by the parties and have not been executed or traded on a “trading
facility” as defined in Section 1a(33) of the CEA, and it has entered
into this Confirmation and the Transaction in connection with its business or a
line of business (including financial intermediation), or the financing of its
business.


Amendment of Section 3(a)(iii).  Section 3(a)(iii) of the Master
Agreement is modified to read as follows:


No
Violation or Conflict. 
Such execution, delivery and performance do not materially violate or
conflict with any law known by it to be applicable to it, any provision of its
constitutional documents, any order or judgment of any court or agency of
government applicable to it or any of its assets or any material contractual
restriction relating to Specified Indebtedness binding on or affecting it or
any of its assets.


Amendment of Section 3(a)(iv).
 Section
3(a)(iv) of the Master Agreement is modified by inserting the following at
the beginning thereof:


“To such party’s best knowledge,”


 



 11
 









 


Acknowledgements.


(a)                                 The
parties acknowledge and agree that there are no other representations,
agreements or other undertakings of the parties in relation to the Transaction,
except as set forth in this Confirmation.


(b)                                The
parties hereto intend for:


(i)                                     the
Transaction to be a “securities contract” as defined in Section 741(7)
of Title 11 of the United States Code (the “Bankruptcy
Code”), qualifying for the protections under Section 555
of the Bankruptcy Code;


(ii)                                  a
party’s right to liquidate the Transaction and to exercise any other remedies
upon the occurrence of any Event of Default under the Master Agreement with
respect to the other party to constitute a “contractual right” as defined in
the Bankruptcy Code;


(iii)                               all
payments for, under or in connection with the Transaction, all payments for the
Shares and the transfer of such Shares to constitute “settlement payments” as
defined in the Bankruptcy Code.


Amendment of Section 6(d)(ii).  Section 6(d)(ii) of
the Master Agreement is modified by deleting the words “on the day” in the
second line thereof and substituting therefore “on the day that is three Local
Business Days after the day.”  Section
6(d)(ii) is further modified by deleting the words “two Local Business Days”
in the fourth line thereof and substituting therefore “three Local Business
Days.”


Amendment of Definition of Reference
Market-Makers.  The
definition of “Reference Market-Makers” in Section 14 is hereby amended
by adding in clause (a) after the word “credit” and before the word “and” the
words “or to enter into transactions similar in nature to Transactions.”


Consent to Recording.  Each party consents to the recording of the
telephone conversations of trading and marketing personnel of the parties and
their Affiliates in connection with this Confirmation.  To the extent that one party records
telephone conversations (the “Recording Party”)
and the other party does not (the “Non-Recording Party”),
the Recording Party shall in the event of any dispute, make a complete and
unedited copy of such party’s tape of the entire day’s conversations with the
Non-Recording Party’s personnel available to the Non-Recording Party.  The Recording Party’s tapes may be used by
either party in any forum in which a dispute is sought to be resolved and the
Recording Party will retain tapes for a consistent period of time in accordance
with the Recording Party’s policy unless one party notifies the other that a
particular transaction is under review and warrants further retention.


Disclosure.  Each party hereby acknowledges and agrees
that MLI has authorized Party B to disclose the Transaction and any related
hedging transaction between the parties if and to the extent that Party B
reasonably determines (after consultation with MLI) that such disclosure is
required by law or by the rules of The NASDAQ Global Market or any securities
exchange.


Severability.  If any term, provision, covenant or condition
of this Confirmation, or the application thereof to any party or circumstance,
shall be held to be invalid or unenforceable in whole or in part for any
reason, the remaining terms, provisions, covenants, and conditions hereof shall
continue in full force and effect as if this Confirmation had been executed
with the invalid or unenforceable provision eliminated, so long as this
Confirmation as so modified continues to express, without material change, the
original intentions of the parties as to the subject matter of this
Confirmation and the deletion of such portion of this Confirmation will not
substantially impair the respective benefits or expectations of parties to this
Confirmation; provided, however, that this severability provision
shall not be applicable if any provision of Section 2, 5, 6
or 13 of the Master Agreement (or any definition or provision in Section
14 to the extent that it relates to, or is used in or in connection with
any such Section) shall be so held to be invalid or unenforceable.


Affected
Parties.  For purposes of Section 6(e) of the
Master Agreement, each party shall be deemed to be an Affected Party in
connection with Illegality and any Tax Event.


 



 12
 









 


Please confirm that the
foregoing correctly sets forth the terms of the agreement between Party B and
MLI by executing the copy of this Confirmation enclosed for that purpose and
returning it to the Agent by facsimile transmission (Telecopier No.  (212) 738-1069).


Confirmed as of
the date first above written:


MERRILL
LYNCH INTERNATIONAL


	
  By:

  	
  /s/ William Mullin

  	
   

  
	
  Name: William
  Mullin

  
	
  Title: Senior Specialist and Authorized Signatory

  



 


Acknowledged and agreed as
to matters relating to the Agent:


MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED,


solely
in its capacity as Agent hereunder


	
  By:

  	
  /s/ Fran Jacobson

  	
   

  
	
  Name: Fran Jacobson

  
	
  Title: Vice President and Authorized Signatory

  



 


 


AFFILIATED
MANAGERS GROUP, INC.


 


By:    /s/ John
Kingston, III


Name: John Kingston, III


Title: Executive Vice
President, General Counsel


and
Secretary



 13
 









 


Exhibit A


GUARANTEE
OF MERRILL LYNCH & CO., INC.


FOR VALUE RECEIVED, receipt of which is hereby
acknowledged, MERRILL LYNCH & CO., INC., a corporation duly organized and
existing under the laws of the State of Delaware (“ML & Co.”), hereby
unconditionally guarantees to Affiliated Managers Group, Inc. (the “Company”),
the due and punctual payment of any and all amounts payable by Merrill Lynch
International, a company organized under the laws of England and Wales  (“ML”), under the terms of the Confirmation
of Forward Stock Purchase Transaction between the Company and ML (ML as
Seller), dated as of October 12, 2007 (the “Confirmation”), including, in case
of default, interest on any amount due, when and as the same shall become due
and payable, whether on the scheduled payment dates, at maturity, upon
declaration of termination or otherwise, according to the terms thereof.  In case of the failure of ML punctually to
make any such payment, ML  & Co.
hereby agrees to make such payment, or cause such payment to be made, promptly
upon demand made by the Company to ML & Co.; provided, however that delay
by the Company in giving such demand shall in no event affect ML & Co.’s obligations
under this Guarantee.  This Guarantee
shall remain in full force and effect or shall be reinstated (as the case may
be) if at any time any payment guaranteed hereunder, in whole or in part, is
rescinded or must otherwise be returned by the Company upon the insolvency,
bankruptcy or reorganization of ML or otherwise, all as though such payment had
not been made.


ML
& Co. hereby agrees that its obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Confirmation;
the absence of any action to enforce the same; any waiver or consent by the
Company concerning any provisions thereof; the rendering of any judgment
against ML or any action to enforce the same; or any other circumstances that
might otherwise constitute a legal or equitable discharge of a guarantor or a
defense of a guarantor.  ML covenants
that this guarantee will not be discharged except by complete payment of the
amounts payable under the Confirmation. 
This Guarantee shall continue to be effective if ML merges or
consolidates with or into another entity, loses its separate legal identity or
ceases to exist.


ML & Co. hereby waives diligence; presentment;
protest; notice of protest, acceleration, and dishonor; filing of claims with a
court in the event of insolvency or bankruptcy of ML; all demands whatsoever,
except as noted in the first paragraph hereof; and any right to require a
proceeding first against ML.


ML & Co. hereby certifies and warrants that this
Guarantee constitutes the valid obligation of ML & Co.  and complies with all applicable laws.


This Guarantee shall be governed by, and construed in
accordance with, the laws of the State of New York.


This Guarantee may be terminated at any time by notice
by ML & Co. to the Company given in accordance with the notice provisions
of the Confirmation, effective upon receipt of such notice by the Company or
such later date as may be specified in such notice; provided, however, that
this Guarantee shall continue in full force and effect with respect to any
obligation of ML under the Confirmation.


This
Guarantee becomes effective concurrent with the effectiveness of the
Confirmation, according to its terms.


IN
WITNESS WHEREOF, ML & Co. has caused this Guarantee to be executed in its
corporate name by its duly authorized representative.


MERRILL LYNCH & CO., INC.


By:_________________________
                 Name:
                 Title:
                 Date:



 14