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AFFILIATED MANAGERS GROUP, INC.

DEFERRED COMPENSATION PLAN

EFFECTIVE JULY 1, 2006

Purpose

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

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

ARTICLE 1
Definitions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE 2
Selection, Enrollment, Eligibility

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

2.2            Enrollment and Eligibility Requirements; Commencement of Participation .

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

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

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ARTICLE 3
Account Credits

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

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

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

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

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

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