UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

AFFILIATED MANAGERS GROUP, INC.
600 Hale Street
Prides Crossing, Massachusetts 01965

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 8, 2010MAY 31, 2011

        NOTICE IS HEREBY GIVEN that the 20102011 Annual Meeting of Stockholders (the "Annual Meeting") of Affiliated Managers Group, Inc. (the "Company") will be held on Tuesday, June 8, 2010,May 31, 2011, at 10:00 a.m. Eastern time, at the Company's offices, 600 Hale Street, Prides Crossing, Massachusetts 01965, for the following purposes:

1.

To elect eight directors of the Company to serve until the 20112012 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.



2.

To approve the Long-Term Executive2011 Stock Option and Incentive Plan, as amended and restated.Plan.



3.

To hold an advisory vote on executive compensation.



4.

To hold an advisory vote on the frequency of executive compensation advisory votes.



5.

To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the current fiscal year.



4.6.

To consider and act upon any other matters that may properly be brought before the Annual Meeting and at any adjournments or postponements thereof.

        This year, we have again saved significant mailing and printing costs by taking advantage of Securities and Exchange Commission rules that allow us to provideproviding proxy materials to you over the Internet.Internet pursuant to Securities and Exchange Commission rules. On or about April 29, 2010,20, 2011, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials ("Notice"(the "Notice") containing instructions on how to access this Proxy Statement and our 20092010 Annual Report on Form 10-K online. The Notice, which cannot itself be used to vote your shares, also provides instructions on how to vote onlineby Internet or by telephone and how to request a paper copy of the proxy materials, if you so desire. Whether you receive the Notice or paper copies of our proxy materials, the Proxy Statement and 20092010 Annual Report on Form 10-K are available to you atwww.proxyvote.com.www.proxyvote.com.

        The Company's Board of Directors has fixed the close of business on April 13, 201012, 2011 as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof. Your vote is very important. Please carefully review thethis Proxy Statement and submit your proxy by the Internet, telephone or mail whether or not you plan to attend the Annual Meeting. If you hold your shares in street name through a broker, bank or other nominee, please follow the instructions you receive from them to vote your shares.

		By Order of the Board of Directors.
		John Kingston, III Secretary

Prides Crossing, Massachusetts
April 29, 201019, 2011

AFFILIATED MANAGERS GROUP, INC.
600 Hale Street
Prides Crossing, Massachusetts 01965

PROXY STATEMENT

FOR 20102011 ANNUAL MEETING OF STOCKHOLDERS
To be Held on June 8, 2010May 31, 2011

April 29, 201019, 2011

        This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Affiliated Managers Group, Inc. ("AMG", the "Company", "we" or "us") for use at our 20102011 Annual Meeting of Stockholders to be held on Tuesday, June 8, 2010May 31, 2011 at 10:00 a.m. Eastern time, at our offices, 600 Hale Street, Prides Crossing, Massachusetts 01965, and at any adjournments or postponements thereof (the "Annual Meeting"). At the Annual Meeting, stockholders will be asked to elect eight directors, approve the Long-Term Executive2011 Stock Option and Incentive Plan, as amended and restated (the "Long-Termapprove on an advisory basis the compensation of the Company's Named Executive Incentive Plan"),Officers, select on an advisory basis the frequency of the advisory vote on executive compensation, ratify the selection of PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") as our independent registered public accounting firm for the current fiscal year, and consider and act upon any other matters properly brought before them.

        Important Notice Regarding the Internet Availability of Proxy Materials.    This year, we have again saved significant mailing and printing costs by taking advantage ofproviding proxy materials to you over the Internet in accordance with Securities and Exchange Commission ("SEC") rules that allow us to provide proxy materials to you over the Internet.rules. On or about April 29, 2010,20, 2011, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials ("Notice"(the "Notice") containing instructions on how to access this Proxy Statement and our 20092010 Annual Report on Form 10-K online. The Notice, which cannot itself be used to vote your shares, also provides instructions on how to vote onlineby Internet or by telephone and how to request a paper copy of the proxy materials, if you so desire. Whether you received the Notice or paper copies of our proxy materials, the Proxy Statement and 20092010 Annual Report on Form 10-K are available to you atwww.proxyvote.com.

        Stockholders of record of the Company's common stock at the close of business on the record date of April 13, 201012, 2011 will be entitled to notice of the Annual Meeting and to one vote per share on each matter presented at the Annual Meeting. As of the record date, there were 42,398,94251,921,772 shares of common stock outstanding and entitled to vote at the Annual Meeting.

        The presence, in person or by proxy, of holders of at least a majority of the total number of shares of common stock outstanding and entitled to vote at the Annual Meeting is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Both abstentions and broker non-votes will be counted as present in determining the presence of a quorum. A "broker non-vote" is a proxy from a broker or other nominee indicating that such person has not received instructions from the beneficial owner on a particular matter with respect to which the broker or other nominee does not have discretionary voting power. Brokers have the discretion to vote their clients' proxies only on routine matters. The ratification of auditors is a routine matter.

Beginning with the 2010 proxy season, the New York Stock Exchange (the "NYSE") has changed its rules to makemade the election of directors in an uncontested election a non-routine item. This means that brokers who do not receive voting instructions from their clients as to how to vote their shares for the election of directors cannot exercise discretion to vote for directors. Due to this rule change, at

At this year's Annual Meeting, both the election of directors and(Proposal No. 1), the proposal to approve the Long-Term Executive2011 Stock Option and Incentive Plan will be(Proposal No. 2), the advisory vote on executive compensation (Proposal No. 3), and the advisory vote on the frequency of executive compensation advisory votes (Proposal No. 4) are non-routine items. Therefore, itAt our Annual Meeting, only the ratification of our auditors (Proposal No. 5) is a routine matter. It is important that you instruct your broker as to how you wish to have your shares voted on these proposals, even if you wish to vote as recommended by the Board of Directors.

        Directors are elected by a plurality of votes cast, and "withheld" votes will have no effect on the outcome. Approval of the Long-Term Executive Incentive Plan and ratification of the selection of PricewaterhouseCoopers as our independent registered public accounting firm for the current fiscal year requires the affirmative vote of a majority of the shares of common stock present or represented at the

bankruptcy matters. Prior to that, he was a portfolio manager at Fleet Financial Group and Bank of New England. Mr. Byrne currently serves as Chairman of the Board of the Brookwood School and is onas Co-Chairman of the Board of Trustees of the Peabody Essex Museum. We believe that Mr. Byrne's qualifications to serve on our Board of Directors include his extensive investment management experience, including his particular expertise in private equity and real estate.

        Dwight D. Churchill has been a director of the Company since February 2010. Mr. Churchill held a number of senior positions at Fidelity Investments ("Fidelity") before retiring from the firm in early 2009. Having joined Fidelity in 1993, he served as the head of the Fixed Income Division, head of Equity Portfolio Management and President of Investment Services. While at Fidelity, Mr. Churchill also served as the elected chair of the Board of Governors for the 60,000-member Association for Investment Management & Research (now the CFA Institute). Prior to joining Fidelity, Mr. Churchill served as a Managing Director of Prudential Financial, Inc., and as President and Chief Executive Officer of CSI Asset Management, Inc., a subsidiary of Prudential Financial, Inc., and held senior roles at Loomis, Sayles & Company and The Public Employees Retirement System of Ohio. Mr. Churchill also serves on the Boards of Trustees of State Street Global Advisors SPDR ETF Mutual Funds and the Currier Museum of Art, and on the Board of Directors of Legacy Paddlesports LLC, a private company. We believe that Mr. Churchill's qualifications to serve on our Board of Directors include his extensive experience in the investment management industry, including his oversight of internal controls, financial reporting and accounting procedures.

        Sean M. Healey is the Company's PresidentChairman and Chief Executive Officer, a roleroles he has served in since January 2005.2011 and January 2005, respectively. Prior to that time, Mr. Healey served as President and Chief Operating Officer of the Company. Mr. Healey has been a memberdirector of the Company's Board of DirectorsCompany since May 2001. Prior to joining the Company in 1995, Mr. Healey was a Vice President in the Mergers and Acquisitions Department at Goldman, Sachs & Co. focusing on financial institutions. He serves onas Co-Chairman of the Board of Trustees of the Peabody Essex Museum, onand as a member of the Board of Directors of the Boys and Girls Clubs of Boston, and the Visiting Committee of the Harvard Law School.School, and the Board of Trustees of the International Game Fish Association. In 2006, Mr. Healey received a presidential appointment to serve on the President's Export Council, the nation's principal advisory committee on international trade. Mr. Healey received a J.D. from Harvard Law School, an M.A. from University College, Dublin and an A.B. from Harvard College. We believe that Mr. Healey's qualifications to serve on our Board of Directors include his direct knowledge of the Company's strategy and operations through his service as President and Chief Executive Officer of the Company and his extensive experience in the financial services and investment management industries, including his experience in investing in investment management firms.

        Harold J. Meyerman has been a director of the Company since July 1999. Mr. Meyerman retired as a Managing Director of the Global Financial Institutions and Trade Group of The Chase Manhattan Bank ("Chase") in December 1998. His responsibilities at Chase included overseeing the asset management businesses. Before joining Chase, Mr. Meyerman was President and Chief Executive Officer of First Interstate Bank, Ltd., where he also oversaw several boutique asset management firms. Mr. Meyerman alsocurrently serves on the Board of Directors of the Huntington Medical Research Institutes and as Chairman of Island Capital, Ltd., formerly EIC Corporation, Ltd.the Board of Trustees of the Palm Springs Art Museum. He formerly served on the Boards of GIVF (Genetics & IVF) and, Ansett Aircraft Spares & Services, and Island Capital, Ltd, formerly EIC Corporation, Ltd, as Chairman. Mr. Meyerman also serves as Chairman of the Board of Trustees of the Palm Springs Art Museum. We believe that Mr. Meyerman's qualifications to serve on our Board of

Directors include his extensive service in the financial services and banking industries, his mergers and acquisitions experience, and his international management and advisory experience.

        William J. Nutt founded the Company in December 1993 and has been a director of the Company since that time. Mr. Nutt is the Company's Non-Executive Chairman. From 1993 to December 2004, Mr. Nuttformer Chairman, and served as Chief Executive Officer of the Company.Company from 1993 to 2004. Mr. Nutt also served as the Company's President from 1993 to 1999. Prior to founding AMG, Mr. Nutt was President and Chief Operating Officer of The Boston Company and was responsible for its institutional money management business, mutual fund administration, distribution and custody business, and master trustee and custodian business. As Chairman and Chief Executive Officer of The Boston Company's principal subsidiary, Boston Safe Deposit and Trust Company, Mr. Nutt was also responsible for its

personal banking and trust business. He also serves on the Board of Directors of eSecLending, a private company engaged in institutional securities lending. Mr. Nutt receivedlending and as Chairman of the Board of Directors of The Ocean Reef Club, a J.D. from the University of Pennsylvania and a B.A. from Grove City College.private club community in Key Largo, Florida. We believe that Mr. Nutt's qualifications to serve on our Board of Directors include his extensive history with the Company as its founder and prior service asformer President and Chief Executive Officer, as well as his substantial experience in the investment management industry prior to founding AMG.the Company.

        Rita M. Rodriguez has been a director of the Company since January 2000. Dr. Rodriguez has been a Fellow and Senior Fellow at the Woodstock Theological Center at Georgetown University since September 2002, and from March 1999 to September 2002 served as an international finance consultant. Dr. Rodriguez was formerly a full-time member of the Board of Directors of the Export Import Bank of the United States from 1982 to March 1999. Prior to joining the Export Import Bank Board, Dr. Rodriguez was a professor in the finance faculties at the University of Illinois at Chicago and at Harvard Business School. In addition, Dr. Rodriguez has authored numerous journal articles and books on the subject of international finance. Dr. Rodriguez also serves on the BoardsBoard of Directors and the Audit CommitteesCommittee of ENSCOEnsco plc, an international offshore contract drilling company, on the Board of Directors, the Audit Committee and as the Chair of the Corporate Social Responsibilities Committee of Phillips-Van Heusen Corporation, an apparel company, and on the Board of Directors, the Audit Committee and the Risk Committee of the Private Export Funding Corporation. We believe Dr. Rodriguez's qualifications to serve on our Board of Directors include her substantial experience in domestic and international accounting, finance and policy, including her academic finance experience, as well as her extensive experience in domestic and international policy matters.serving on corporate boards.

        Patrick T. Ryan has been a director of the Company since July 2005. Mr. Ryan currently serves as President, Spend and Clinical Resource segment and on the Board of Directors of MedAssets, Inc. Prior to joining MedAssets, Mr. Ryan served as Chairman and Chief Executive Officer of The Broadlane Group from 2008 until its acquisition by MedAssets in 2010. Additionally, Mr. Ryan currently works with SV Life Sciences as a Venture Partner. From 2004 to 2007, Mr. Ryan served as Chief Executive Officer and as a member of the Board of Directors and Chief Executive Officer of Broadlane, Inc., a leading healthcare services provider. Prior to January 2010, Mr. Ryan served as Managing Director of Clark Street Ventures LLC. From September 2004 to October 2007, Mr. Ryan served as President, Chief Executive Officer and a director of PolyMedica Corporation ("PolyMedica"), prior to PolyMedica'suntil its sale to Medco Health Solutions, Inc. PolyMedica under the Liberty brand, was a leading direct-to-consumer provider of health care products and services for individuals with chronic diseases. Before joining PolyMedica, Mr. Ryan served as the Chairman and CEOChief Executive Officer of Physicians Dialysis Inc., one of the nation's largest dialysis providers, when it was acquireduntil its acquisition by DaVita Inc. in September 2004. Previously, Mr. Ryan has also served as a partner at Westway Ventures, a firm specializing in the strategic development of companies in the healthcare and consumer sectors, as President and Chief Executive Officer of PrincipalCare Inc., a company specializing in women's healthcare, as President and Chief Executive Officer of ImageAmerica, Inc., a publicly traded company that provided medical diagnostic imaging services. Mr. Ryan servedservices, as Co-Founder and President of R.B. Diagnostics, a company providing diagnostic imaging services, and on the Board of Directors of Hill-Rom Holdings, Inc. from 2007 through June 2009, andHe currently serves on the Advisory BoardBoards of Ferrer, Freeman and Company, Avon Old Farms School and as a director for Infusion Resources LLC and the Beth Israel Deaconess Medical Center.Atrius Health. We believe Mr. Ryan's qualifications to serve on our Board of Directors include his substantial executive management experience at several public and private companies.

        Jide J. Zeitlin has been a director of the Company since January 2006. Mr. Zeitlin formerly served as a senior investment banker at Goldman, Sachs & Co., where he was elected a partner in 1996, and is nowcurrently a private investor. His career at Goldman Sachs included a number of senior management positions in the firm's investment banking division, where he focused on the industrial, consumer and healthcare industries, as well as service in the firm's executive office. Mr. Zeitlin currently serves as Chairman of the Board of Trustees at Amherst College and is a member of the Boards of Milton Academy, the Harvard Business School Board of Dean's Advisors, Teach for America, Doris Duke Charitable Foundation, Montefiore Medical Center, Playwrights Horizons and Common Ground Community. He also serves on the Board of Directors and Audit Committee of Coach, Inc., a designer and marketer of premium handbags and accessories. We believe Mr. Zeitlin's qualifications to serve on our Board of Directors include his substantial experience as a senior executive in a leading investment bank, as well as his extensive service in Board capacities at numerous organizations.

Meetings of the Board of Directors and Committees and Corporate Governance Matters

        During 2009,2010, the Board of Directors met sevensix times. Each member of the Board of Directors attended over 85%80% of the total number of meetings of (i) the Board of Directors and (ii) all standing committees of the Board of Directors on which such director served. We do not have a formal policy regarding director attendance at an annual meeting of stockholders. One director wasThree directors were in attendance at the 20092010 Annual Meeting of Stockholders.

        At least annually, the Board of Directors evaluates all relationships between the Company and each directorindependence of our directors in light of the relevant facts and circumstances to determine whether a material relationship exists betweenstandards established by the Company and the director, either directly or indirectly.NYSE. A majority of our Board of Directors must be "independent" within the meaning of the NYSE listing standards. After its most recent evaluation of director independence, the Board of Directors has affirmatively determined that sixseven of itsour eight current directors, Messrs. Byrne, Churchill, Meyerman, Nutt, Ryan and Zeitlin and Dr. Rodriguez, have no material relationship with the Company and are "independent" for purposes of the NYSE listing standards. (Mr. Richard E. Floor had served as a director from the Company's formation in 1993 until his death in February 2010. Mr. Floor also served on the Audit Committee since April 2009, having been determined to be independent by the Board of Directors for purposes of the NYSE listing standards.) The Board of Directors made these determinations based upon questionnaires completed by each director and individual evaluations of a director's employment or Board of Directors affiliations, and any commercial, family or other relationships, that a director may have with the Company, which did not present any transactions for consideration in determining the independence of any such director. Furthermore, in January 2011, the Board of Directors anticipatesdetermined that Mr. Nutt, the formerwho stepped down as Chief Executive Officer of the Company, will in 2011 satisfyon December 31, 2004, satisfied the three year "look-back" provisions with respect to former employees of the Company and becomeis therefore "independent" in accordance with the NYSE listing standards.

        The standing committees of the Board of Directors are the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. Only independent directors within the meaning of the NYSE listing standards serve on these committees. Each such committee acts pursuant to a written charter adopted by the respective committee. A description of each committee is set forth below.

        Audit Committee.    The Audit Committee currently consists of Dr. Rodriguez and Messrs. Churchill, Meyerman, Nutt and Ryan, with Dr. Rodriguez serving as Chair. Mr. Churchill joined the Audit Committee in February 2010.2010, and Mr. Nutt joined in January 2011. Each of the members meets the independence standards applicable to audit committees under the Sarbanes-Oxley Act of 2002 and the NYSE listing standards and is an audit committee financial expert as defined by the SEC. The Audit Committee's purpose is to assist the Board of Directors in oversight of our internal controls and financial statements and the audit process. The Audit Committee met eight times during 2009.2010. Other members of the Board of Directors attend Audit Committee meetings from time to time at the invitation of the Committee.

        Compensation Committee.    The Compensation Committee currently consists of Messrs. Byrne, Meyerman, Ryan and Zeitlin, with Mr. Ryan serving as Chair. Mr. Byrne joined the Compensation Committee in October 2009. The Compensation Committee is responsible for overseeing our general compensation policies and establishing and reviewing the compensation plans and benefit programs applicable to our executive officers. In that capacity, the

Compensation Committee also administers our stock option and incentive plans, as well as the Long-Term Executive Incentive Plan and the Deferred Compensation Plan.plans. The Compensation Committee met sixfive times during 2009.2010. Other members of the Board of Directors attend Compensation Committee meetings from time to time at the invitation of the Committee.

        Nominating and Governance Committee.    The Nominating and Governance Committee currently consists of Messrs. Byrne, Meyerman and Zeitlin and Dr. Rodriguez, with Mr. Meyerman serving as Chair. Mr. Byrne joined theThe Nominating and Governance Committee in October 2009. The Nominating and

Governance Committee is primarily responsible for recommending criteria to the Board of Directors for Board of Directors'Directors and committee membership, identifying and evaluating director candidates, overseeing the annual evaluation of the Board of Directors and its committees, and maintaining our Corporate Governance Guidelines.

        The Nominating and Governance Committee may solicit director candidate recommendations from a number of sources, including non-management directors, executive officers and third party search firms. The Nominating and Governance Committee will consider for nomination any director candidates, including director candidates recommended by our stockholders, who are deemed qualified by the Nominating and Governance Committee in light of the qualifications and criteria for Board of Directors'Directors membership described below, or such other criteria as approved by the Board of Directors or a committee thereof from time to time. Stockholder recommendations must be submitted to the Nominating and Governance Committee in accordance with the substantive and procedural requirements set forth in our By-laws, including those discussed below under the caption "Other Matters—Stockholder Proposals," and any procedures established from time to time by the Nominating and Governance Committee. The Nominating and Governance Committee does not have a specific policy regarding the consideration of stockholder recommendations for director candidates and considers this appropriate because it evaluates recommendations without regard to their source. The Nominating and Governance Committee evaluates any potential conflicts of interest on a case by case basis, to the extent they may arise. The Nominating and Governance Committee met four times during 2009.2010. Other members of the Board of Directors attend Nominating and Governance Committee meetings from time to time at the invitation of the Committee.

        When considering candidates for directorship, the Nominating and Governance Committee takes into account a number of factors, including the following qualifications: the nominee shall have the highest personal and professional integrity and have demonstrated exceptional ability and judgment and the attributes necessary (in conjunction with the other members of the Board of Directors) to best serve the long-term interests of the Company and its stockholders. In addition, the Nominating and Governance Committee reviews from time to time the skills and characteristics necessary and appropriate for directors in light of the then current composition of the Board of Directors, including such factors as business experience, international background, diversity and knowledge of the financial services industry in general and the asset management industry in particular. In considering diversity, the Nominating and Governance Committee considers diversity of background and experience as well as ethnic and other forms of diversity. We do not, however, have a formal policy regarding diversity in identifying nominees for a directorship, but rather, consider it among the various factors relevant to any particular nominee. The Nominating and Governance Committee reviews at least annually our Corporate Governance Guidelines to ensure that we continue to meet best corporate governance practice standards.

        Executive Sessions of Non-management Directors.    Our non-management directors meet in regularly scheduled executive sessions. In accordance with the charter of the Nominating and Governance Committee and the By-laws of the Company, Mr. Meyerman, the Chair of the Committee, also serves as the lead director calling and chairing the executive sessions, including during the annual Board of Directors off-site, and in communicating with Mr. Healey, PresidentChairman and Chief Executive Officer, and Mr. Nutt, Non-Executive Chairman of the Board of Directors.Officer.

        Leadership Structure.    Mr. Healey serves as Chairman and Chief Executive Officer, and Mr. NuttMeyerman serves as Non-Executive Chairman. Because neither Mr. Nutt nor Mr. Healey islead director. The Board of Directors believes that having the same person serve as Chief Executive Officer and Chairman focuses leadership, responsibility and accountability in a single

person and that having a lead director provides for effective checks and balances and the ability of the independent directors to work effectively in the board setting.

        Recognizing the importance of the lead director position to the Company, the Board of Directors amended the By-laws of the Company to provide that the lead director will perform many of the functions that an independent chairman would perform. The Board of Directors has appointed Mr. Meyerman as lead director under the NYSE rules and because Mr. Meyerman'sof his qualifications, includeincluding his extensive service in the financial services and banking industries, mergers and acquisitions experience, and international management and advisory experience,experience. Mr. Meyerman's principal responsibilities include serving as a key source of communication between the Board of Directors has appointed Mr. Meyerman as lead director. Mr. Meyerman performs manyindependent directors and the Chief Executive Officer, and coordinating the agenda for and leading meetings of the functions that an independent chairman would perform for the Company, and generally coordinates Board activities and the contributions of our independent directors. Recognizing that the Company or Board circumstances may change, the Board has no formal policy with respect to the separation of the offices of the Chairman and Chief Executive Officer.

        Risk Oversight.    It is a key responsibility of our Chief Executive Officer, Chief Financial Officer, General Counsel, and other members of our senior management team to identify, assess, and manage the Company's exposure to risk. OurThe Board of Directors plays an important role in overseeing management's performance of these functions. The Board of Directors has approved the charter of the Audit Committee, which provides that one of the primary responsibilities of the Audit Committee includeis the assessment of the Company's policies with respect to risk assessment and risk management. The Audit Committee regularly discusses with management and the Company's independent auditors the Company's risk assessment and risk management processes, including major risk exposures, risk mitigants and the design and effectiveness of the Company's processes and controls to prevent and detect fraudulent activity. Furthermore, the Audit Committee and the Board as a whole receive regular reports from management and our independent auditors on prevailing material risks and the actions being taken to mitigate them. Management also reports to the Audit Committee and the Board on steps being taken to enhance our risk management processes and controls in light of evolving market, business, regulatory, and other conditions.

        Related Person Transaction Oversight.    The Audit Committee is responsible underpursuant to its charter for reviewing any related person transaction identified by management and, in accordance with this authority, has determined that there have been no related person transactions requiring disclosure under Item 404(a) of Regulation S-K.

        Stockholder and Interested Party Communications with Non-management Directors or the Board of Directors.    A stockholder or other interested party may communicate directly with Mr. Meyerman, the lead director, by sending a confidential letter addressed to his attention at Affiliated Managers Group, Inc., 600 Hale Street, Prides Crossing, Massachusetts 01965. Any communications to the full Board of Directors may be directed to John Kingston, III, Executive Vice President,Chairman, General Counsel and Secretary of the Company, who would, in his discretion, discuss the communications with the Board of Directors at a regular meeting of the Board of Directors.

        Availability of Corporate Governance Documents.    We maintain a Company web site that includes, among other items, the Board of Directors' Corporate Governance Guidelines; the Code of Business Conduct and Ethics applicable to all directors, officers and employees; the Code of Ethics applicable to our Chief Executive Officer, Chief Financial Officer and other senior financial officers; the Insider Trading Policy and Procedures applicable to all directors, officers and employees; and the charters for the Audit, Compensation and Nominating and Governance Committees. This information is available on the investor information"Investor Relations" section of our web site,www.amg.com, under "corporate governance""Corporate Governance", or for the Committee charters under "Board of Directors", but is not incorporated by reference into this Proxy Statement. If we make any substantive amendment to the Code of Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics to the persons covered thereby, we are obligated to disclose the nature of such amendment or waiver, the name of the person to whom any waiver was granted, and the date of waiver on our web site or in a report on Form 8-K.

Information Regarding Executive Officers of the Company

        In February 2011, the Company announced executive management changes. The changes, effective as of May 2, 2011, will be as follows:

•

Nathaniel Dalton will become President, in addition to continuing to serve as Chief Operating Officer;



•

Jay C. Horgen will become Chief Financial Officer and Treasurer, in addition to continuing to oversee New Investments;



•

John Kingston, III will become Vice Chairman, in addition to continuing to serve as General Counsel and Secretary; and



•

Darrell W. Crate will resign as Executive Vice President, Chief Financial Officer and Treasurer, and will continue as an employee of the Company.

The name, age (as of April 1, 2010) and positions of each of our executive officers, as well as a description of their business experience and past employment during at least the last five years, is set forth below:

below. For the biographical information of Mr. Healey, please see "Information Regarding the Nominees" above.

        Darrell W. CrateNathaniel Dalton, 44, is an Executive Vice President and the Chief Financial Officer of the Company, a role he has served in since 2001. Prior to that time, Mr. Crate servedcurrently serves as a Senior Vice President and the Chief Financial Officer of the Company. Prior to joining AMG, Mr. Crate was a Managing Director in the Financial Institutions Group of Chase Manhattan Corporation focusing exclusively on investment management firms. Mr. Crate received an M.B.A. from Columbia Business School and a B.A. from Bates College.

        Nathaniel Dalton is an Executive Vice President and the Chief Operating Officer of the Company. Mr. Dalton has served as an Executive Vice President, with responsibility for AMG's Affiliate Development efforts, since 2001, and was named as Chief Operating Officer in 2006. Previously, Mr. Dalton served as a Senior Vice President and the General Counsel of the Company. Prior to joining AMG, Mr. Dalton was an attorney at Goodwin Procter LLP, focusing on mergers and acquisitions, including those in the asset management industry. Mr. Dalton received a J.D. from Boston University School of Law and a B.A. from the University of Pennsylvania.

        Jay C. Horgen, 40, iscurrently serves as an Executive Vice President of the Company, with responsibility for coordinating the Company's new investment activities. Mr. Horgen joined AMG in 2007. Prior to joining AMG, Mr. Horgen was a Founder and Managing Director of Eastside Partners, a private equity firm. From 2000 to 2005, Mr. Horgen was an investment banker servingserved as a Managing Director in the Financial Institutions Group at Merrill Lynch, Pierce, Fenner & Smith Incorporated. Prior to that, he worked as an investment banker in the Financial Institutions Group at Goldman, Sachs & Co. Mr. Horgen received a B.A. from Yale University.

        John Kingston, III, 45, iscurrently serves as an Executive Vice President, and the General Counsel and Secretary of the Company. He has served as the General Counsel and Secretary of the Company since 2002, and was named an Executive Vice President in May 2006. Prior to joining AMG, Mr. Kingston served as a senior counsel to Miller Anderson & Sherrerd, LLP, a division of Morgan Stanley Investment Management, and was an attorney at Ropes & Gray LLP, focusing on corporate and securities laws issues, with a particular focus on the investment management industry. Mr. Kingston received a J.D. from Harvard Law School, and a B.S. and B.A. from the University of Pennsylvania.

        Darrell W. Crate, 44, currently serves as an Executive Vice President, Chief Financial Officer and Treasurer of the Company, roles he has served in since 2001. Prior to that time, Mr. Crate served as a Senior Vice President and the Chief Financial Officer of the Company. Prior to joining AMG, Mr. Crate was a Managing Director in the Financial Institutions Group of Chase Manhattan Corporation focusing exclusively on investment management firms. Mr. Crate received an M.B.A. from Columbia Business School and a B.A. from Bates College.

Compensation Discussion and Analysis

Introduction

        While the beginning of 2009 was marked by ongoing global financial market difficulties and resulting industry-wide declines in assets under management,Our executive compensation program has been structured over the final three quarters of the year AMG's assets under management, competitive position and stock price rebounded strongly. In comparison with its publicly traded asset management industry peer group, AMG's financial performance was strong, with Cash earnings exceeding the mean and median for the peer group. Throughout the year, AMG took a number of important stepslong-term to position the Company for longer-term success. Most notably, AMG made substantial progress in executing new investmentsfurther two basic objectives: first, that have accelerated the growth of the Company, with five new investments announced in the second half of 2009 and beginning of 2010, while substantially reducing its expense base.

        In making its 2009executive compensation determinations, the Compensation Committee considered the 2008 and early 2009 market challenges, as well as senior management's progress in building AMG's business, and on that basis took the following key compensation actions to advance our long-standing objective to align compensation arrangements with important stockholder value and financial performance measures.

        First, given the Compensation Committee's commitment to align compensationshould be closely aligned with stockholder value creation and financialour performance 2009as measured by our Economic Net Income per share, or "Economic earnings"; and second, that executive compensation expense incurred byshould be designed to attract, motivate and retain the Company was substantially lower than the levelservices of prior years, with 2009 compensation expense for Mr. Healey (our Chief Executive Officer) reduced by 32%. Compensation expense for Messrs. Crate and Dalton (our Chief Financial Officer and Chief Operating Officer, respectively) was also reduced by approximately 32%, and for Named Executive Officers (as defined in the Executive Compensation Tables section) as a group by approximately 30%. (The Company's Named Executive Officer 2009 compensation amounts and compensation grants, as well as additional context regarding the Company's historical compensation expenses, are discussed in greater detail in the Executive Compensation Tables section.)key members of our senior management.

        In 2009, a primary objective of theThe Compensation Committee was to address its ongoing senior management team retention concerns. Membersrecognizes that key members of AMG's senior management team (most notably, Mr.(Mr. Healey (the Company's Chairman and Chief Executive Officer, as well as Mr. Dalton, Chief Operating Officer,Officer) and Mr. Crate, Chief Financial Officer)others) have served the Company and its shareholders together for nearly fourteenfifteen years, establishing a consistent track record of strong CashEconomic earnings and stock price performance throughout that period. More recently, AMG's senior management team has successfully navigated oneIn particular, since the time of the most challenging periods in financial services industry history, opportunistically building a strong foundationCompany's public offering through April 11, 2011, AMG's cumulative total stockholder return is 575%, exceeding the 220% return of its peers, the 74% return for growth in 2010the Standard & Poor's 500 Index, and beyond.the -20% return for the Standard & Poor's 500 Financial Sector Index.

        The Committee believes that the strength of the senior management team and the continuity of their tenure together have provided an essential cornerstone for the success of AMG through this period, and, therefore, retaining key team members is an important Committee priority.

        Against that backdrop, With these objectives, in any given the meaningful drop in senior management stock ownership discussed in greater detail below, a primary 2009 objective foryear, the Compensation Committee wasreviews and primarily considers the development of a suitable stock-based retention plan to address this important retention concern. Working with an independent outside executive compensation consulting firm, Thomas E. Shea & Associates, LLC ("Shea & Associates"), the Compensation Committee developed a long-term, highly back-loaded cumulative vesting $20 million five year retention plan for AMG's management group (subject to meeting certain performance criteria), with 80% of the potential grant vesting at the end of the fourth and fifth years to further enhance retention.

        Finally, the Compensation Committee kept salaries unchanged at the same levels establishedincreases in 2006.

Our Executive Compensation Program

        Our executive compensation program has been structured over the long-term to further two basic objectives: first, that executive compensation should be closely aligned with stockholder value and ourEconomic earnings performance as measured by our Cash Net Income per share, or "Cash earnings";over the short and second, that executivelong run, and makes determinations about compensation should be designed to attract, motivate and retain the services of key members of our senior management.

        In 2010, AMG's financial performance on an absolute basis as well as relative to its publicly traded asset management industry peer group was very strong, with Economic earnings and stock price growth approximating or exceeding the 75^th percentile (depending on the measure) for such peer group. The Compensation Committee reviewed and considered AMG's record growth during the year across all areas of its business, as well as the positioning of the business for future growth around the globe.

        Specifically, the Compensation Committee considered that:

•

AMG's assets under management grew to approximately $320 billion at year end, an increase of 54% over the prior year.



•

AMG's Economic earnings increased 61% over 2009, and Economic earnings per share grew to $6.09, an increase of 39% over 2009.



•

AMG's stock price grew to $99.22, an increase of 47% over year end 2009.



•

As AMG's global distribution efforts expanded, and non-U.S. clients grew as a proportion of the Company's overall client base (now comprising 55% of AMG's EBITDA), net client cash flows accelerated over the course of the year, and totaled $9.4 billion for 2010.



•

AMG closed investments in Aston Asset Management LLC, Artemis Investment Management Ltd, Pantheon, and Trilogy Global Advisors in 2010, and a total of six investments from mid-2009 through the end of 2010, which further increased the Company's diversification and exposure to Global and Emerging Markets equity and Alternative products as well as non-US clients.

        In making the 2010 compensation determinations outlined below, the Compensation Committee considered management's performance over the short and long term, and its objectives to align compensation arrangements with key stockholder value and financial performance measures and motivate and retain Mr. Healey and other senior management team members who have contributed to the Company's ongoing success.

Our Executive Compensation Program

        We believe that an executive officer's total compensation should be comprised principally of equity and performance-based cash compensation, to best align compensation with increases in stockholder value. Our Compensation Committee believes that given our long-term track record of growth under the leadership of our senior management, the retention of our Chief Executive Officer and other Named Executive Officers is very important, and thatin order to retain key management team members with a long-term track record of success, total compensation should be appropriate relative to the marketplace for the services of our Named Executive Officers.

        We assess this marketplace by reviewing the compensation paid to executive officers performing similar functions at other companies in the investment management industry. In particular, executive officer compensation is reviewed against a peer group of publicly traded asset management companies comprised of AllianceBernstein Holding L.P., Ameriprise Financial, Inc., BlackRock, Inc., Eaton Vance Corp., Federated Investors, Inc., Franklin Resources, Inc., Invesco Ltd., Janus Capital Group Inc., Legg Mason Inc., T. Rowe Price Group, Inc., and Waddell & Reed Financial, Inc., as well as against a range of alternative investment and other investment management firms comprising the marketplace for the services of our executive officers. In reviewing this universe, we give consideration to the fact that certain of these companies are more closely comparable to the Company, and accordingly consider the relative comparability of the companies in our assessment of various compensation structures and arrangements. Specifically, we consider which companies are most comparable with respect to size (market capitalization and assets under management) and general business profile (those companies that have similarly specialized equities and alternative investment management capabilities, or with similar business strategies). We also consider the senior management profile of a company in determining compensation comparability (for example, the extent to which founders serve in key senior management roles). While the Compensation Committee reviews peer compensation for comparison purposes, this review is not the determining factor and is only one of many factors that are considered by the Compensation Committee in setting compensation.

        As the Committee evaluates competitive compensation arrangements, it considers the overall compensation package to be paid to our executive officers, and in the event that long-term performance objectives are achieved, total compensation is targeted atin the 75th percentiletop quartile for comparable positions at peer group public companies. In light of the Committee's objective to align compensation with increases in stockholder value, the Committee generally intends that the most substantial portion of compensation be equity-based, with the second largest component being performance-based cash compensation. When determining performance-based cash compensation levels, we consider Cashour Economic earnings performance in evaluating ourthe short-term and long-term performance.long-term. We consider CashEconomic earnings the most important measure of our financial performance, as it represents operating performance before non-cash expenses relating to the acquisition of interests in our affiliated investment management firms. (See our 2010 Annual Report on Form 10-K for further detail on the calculation of CashEconomic earnings.) In addition to our equity and performance-based cash compensation, we also utilize competitive base salaries and some limited perquisite compensation tools that the Committee deems appropriate to meet the objective of retaining key members of senior management.

Our Compensation Committee

        The Committee oversees our general compensation policies, establishes and reviews the compensation plans and benefit programs applicable to our executive officers, and administers our stock option and incentive plans.

        The Committee currently consists of Messrs. Byrne, Meyerman, Ryan and Zeitlin, with Mr. Ryan serving as the Chair. Each of Messrs. Byrne, Meyerman, Ryan and Zeitlin has significant experience in compensation matters as a result of their service as executive officers or advisors to various public and private companies. The Committee's agenda and meeting calendar is determined by the Committee, with input (as appropriate) from Mr. Healey, who generally attends meetings at the request of the Committee.

In his capacity as President and Chief Executive Officer, Mr. Healey takes an active role in discussions with the Committee concerning the compensation of other members of executive management and the design of long-term and equity incentive plans, but does not participate in discussions regarding his own performance goals, contributions or compensation, which occur in executive sessions of the Committee and in meetings of the Committee with our independent compensation consultant. The Committee also invites Mr. Crate, Executive Vice President and Chief Financial Officer, and Mr. Kingston, Executive Vice President and General Counsel, to attend certain meetings to discuss the design, implementation and administration of long-term incentive, equity incentive and deferred compensation plans. The Committee has the sole authority for approving the compensation of our executive officers and the performance goals related to such compensation.plans and programs.

        The Committee regularly meets without management team members present, and the Chair from time to time requests that all other independent directors meet with the Committee in executive session. The Committee's independent compensation consultant participates in conference calls and meetings without management present at key points throughout the year, including conference calls and meetings with the Chair of the Committee.

Compensation Consultants

        In 2009,2010, the Committee again engaged an independent outside executive compensation consulting firm, Thomas E. Shea & Associates, LLC ("Shea & Associates"), to assist the Committee with compensation matters, including providing peer universe benchmarking information and an independent analysis of how our executive and board compensation policies and practices compared to those of the peer universe. In addition to a review of compensation arrangements across the industry, the analysis provided by Shea & Associates also considered financial metrics for our peers, including market capitalization, assets under management, various measures of profitability, and stock price performance. In order to prepare its analysis for the Committee, Shea & Associates met from time to time with senior management.

        Shea & Associates, which provides no other services to us, reported its findings directly to the Committee. In setting executive officer compensation levels, the Committee considered the comparative compensation analyses provided by Shea & Associates, and then applied the collective experience and judgment of the Committee to such data (and the relative significance of the various comparative universe components) to make compensation determinations. In setting director compensation levels, Shea & Associates made recommendations to the Committee, and the Committee made its compensation determinations after considering such recommendations. A representative of Shea & Associates regularly met outside of formal Committee meetings with Committee members, particularly with the Committee Chair, at key points throughout the year. In addition, a representative of Shea & Associates attended fourtwo meetings of the Committee in 2009 (two in person, and two by teleconference),2010, updating the Committee on the status of compensation surveys, and also making recommendations regarding executive officer and director compensation levels.levels, which the Committee has applied in its judgment in making final compensation determinations.

20092010 Compensation Process and Elements

        Over2010 Compensation Process

        Executive compensation has continued to be a matter of great importance to the Company, and over recent years, executive retention becamehas become a matter of increasing concernongoing significance for AMG'sits Compensation Committee, given the continuing maturitystrong performance of the organization,Company since going public in 1997 and the increasing visibility of the executive team in the marketplace, the favorable performance of the Company through the years leading up to the global financial crisis, and the decline in both unvested senior management stock ownership and management's future stock ownership earnings potential. In particular, members of AMG's senior management team have served the Company and its shareholders together for nearly fourteen years, establishing a consistent track record of strong Cash earnings and stock price performance throughout that period.marketplace.

        Against that backdrop, theThe Compensation Committee worked with Shea & Associates throughout 2006-20082010 to explore a variety of additional long-term stock ownership plan alternatives to balance AMG's historical reliance on stock options with competitive and affordable retention tools. A detailedAfter a review of possible alternatives, the Committee implemented a long-term equity interests plan was developedin December 2010 providing an additional

long-term tool to retain management, while aligning incentives with the creation of shareholder value. Under the plan, equity interests may be granted to management from time to time, with vesting, forfeiture and repurchase agreements established under the plan and by the Compensation Committee and Shea & Associates in 2008, but the implementation of such plan was delayed when market conditions deteriorated in the second half of 2008.

        While over the course of 2006 and 2007, the Compensation Committee had worked to address such executive retention concerns through the issuance of relatively larger stock option grants that had longer and back-loaded vesting schedules, the benefit of these issuances were eliminated by the stock price effects of the global financial market crisis. Given the limited ongoing retentive and incentive benefit of such options and their ongoing future dilutive earnings effects, in December 2008 AMG management voluntarily surrendered options for approximately 2.1 million shares of common stock (with grant date Black-Scholes value of approximately $58 million), without receiving any value in exchange. Mr. Healey surrendered 835,396 options, Messrs. Crate and Dalton each surrendered 417,698 options, Mr. Horgen surrendered 153,318 options, and Mr. Kingston surrendered 96,257 options. As a consequence, all stock options granted to senior management in 2006 and 2007 were surrendered, and there remained outstanding no equity grants from that period.

        As a consequence of these developments, at the beginningtime of 2009 senior management stock ownership had dropped meaningfully from prior years, with very limited remaining unvested senior management stock ownership. The Compensation Committee determined that the development of a suitable stock-based retention plan to address this important retention concern was an important Company objective. Working with Shea & Associates, the Compensation Committee developed a long-term, highly back-loaded cumulative vesting $20 million five year retention plan for AMG's management group, subject to meeting certain performance criteria. To advance the retention and incentive objectives of the Committee, to the extent the performance target associated with this plan is met, 80% of the grant will vest at the end of years four and five of the program, and all pay-outs will be deferred until 2014, ensuring that participating management team members would have a strong incentive to continue to serve the Company over a minimum five-year time horizon. The Committee implemented this plan at its April 2009 meeting.grant.

        In addition, consistent with the Compensation Committee's long-standing use of stock options as an equity compensation tool, in July and December 20092010 the Committee granted options to executive officers under the stockholder-approved 2006 Stock Option and Incentive Plan (the "2006 Option Plan"). Consistent with our objective to retain our executive officers,retention objectives, the awards granted were subject to vesting and forfeiture provisions.

        In line with its objective2010, as over the past decade, a meaningful portion of our total compensation is performance-based, because we believe that senior management compensation should be tied to substantially reduce total direct compensationour financial performance and increases in 2009, and its review of equity grants to, and the equity holdings of, executive officers in our peer universe, the Committee reduced equity compensation expense by approximately 60% for the Chief Executive Officer, and approximately 56% for the Named Executive Officers as a group. (The Company's Named Executive Officer 2009 compensation amounts and compensation grants, as well as additional context regarding the Company's historical compensation expenses, are discussed in greater detail in the Executive Compensation Tables section.)

stockholder value. The Committee initiated the annual process for establishing appropriate compensation targets and benchmarks for 20092010 during the final Committee meetings of 2008,2009, as the Committee reviewed the

principles and continuing effectiveness of the compensation program with the assistance of Shea & Associates. FollowingAt its January 2010 meetings, the Committee evaluated the appropriate target Economic earnings per share growth rate for 2010, reviewing historical growth rates, prevailing business conditions, and expectations for continuing growth. In evaluating our most recent performance to determine the baseline growth target for the upcoming year, the Committee applies its judgment to make adjustments for specific factors that influenced recent growth rates, including market conditions, the timing of transactions, new financing arrangements and changes in the corporate capital structure, the relative levels of management and performance fees, and any recent or anticipated one-time events.

        In preparation for the determinations to be made by the Committee at the end of the year, various members of the Committee (and particularly the Committee Chair) conducted a series of conference calls with Shea & Associates outside of formal meetings to consider cash bonus compensation of our peer universe and potential bonus arrangements. The Committee also met in December 2010 and reviewed updated estimates concerning our performance, as well as potential executive officer bonuses. In that review and consistent with prior years,consideration, the Committee determinedwas not constrained by any particular performance targets for the Company or for any particular Named Executive Officer. In determining how much bonus to continuepay, the Committee considered a market cash bonus compensation analysis of our peer universe as part of developing a total compensation package that was competitive relative to use cash base salary and performance-based cash compensation as the principal elements of cash compensation in 2009. Atmarketplace for our Named Executive Officers. In addition, although the January meetings,Committee does not have specific targets that it applies to such evaluation, the Committee also established its 2009 targets for annual performance-based cash compensation, along with the baseline Cash earnings per share performance level under the Company's Long-Term Executive Incentive Plan that would need to be met for awards to be earned under this plan.

        Throughout the year, the Committee regularly requested and received updating analysis from Shea & Associates concerning peer universeconsidered our performance and compensationthe various factors that may have affected such performance in that year (including market conditions, the possible timing of transactions and new financing arrangements, and the relative levels of management and performance fees), as well as trends inthe performance andrelative to the peer universe. Finally, the Committee also evaluated final compensation and on an ongoing basis evaluated that informationdeterminations in the context of its objective to maximize financial performance and realize appropriate growth returns for our performance.stockholders.

        At the end of 2009,2010, based upon our performance and the most current peer universe compensation information, the Committee then reviewed 20092010 compensation arrangements and made final performance-based cash compensation and option grant determinations.

        The Company's Named Executive Officer 2010 compensation amounts and compensation grants are discussed in greater detail in the following sections, and in the Executive Compensation Tables section.

2010 Compensation Elements—Cash Base Salary

        We pay cash base salary because it forms the foundation of any competitive total compensation package. In determining base salary levels for our executive officers, the Committee takes into account the executive's scope of responsibility, performance and salary history as well as internal consistency within our

salary structure. In addition, the Committee annually reviews the base salary being paid to executive officers of other public companies in the peer universe.

        Because the Committee believes that equity and performance-based cash compensation should constitute the substantial majority of compensation paid to our Named Executive Officers, we target the level of cash base salary at the median for comparable positions in our public company peer group. Based onIn light of the Committee's philosophy and the factors stated above, the Committee determined that 20102011 base salaries would again remain unchanged from 2006 levels.

        Based on the 2009 and recently completed 2010 data analysis ofby Shea & Associates of peer group base salaries, Mr. Healey's salary trailed the median for the peer group, while as a group the base salaries of the Named Executive Officers werecontinues to be in line with the peer group median.median, and the base salary for Mr. Healey also continues to be in line with peer group median—consistent with the Committee's compensation philosophy and targets.

2010 Compensation Elements—Performance-based Cash Compensation

        The substantial majority of our total compensation is performance-based, because we believe that senior management compensation should be tied to our financial performance and increases in stockholder value. In designing our performance-based cash compensation arrangements, the Committee believes that such compensation should be awarded in the event that we meet the Committee's expectations for CashEconomic earnings and its objective that a certain level of financial performance and returns for our stockholders be achieved, along with maintaining the financial strength of the Company. Under these arrangements, baseline levels of CashEconomic earnings must be achieved before executive officers are entitled to earn performance-based cash compensation, and higher growth rates in any given year may result in relatively higher compensation payouts.

        Our annual cash incentives are awarded under our Long-Term2000 Executive Incentive Plan.Plan (the "Executive Incentive Plan"). At its January 20092010 meetings, the Committee evaluated the appropriate target CashEconomic earnings per share growth rate for 2009,2010, reviewing historical growth rates, prevailing business conditions, and expectations for growth. In evaluating our most recent performance to determine the baseline growth target for 2009,2010, the Committee applied its judgment to make adjustments for specific factors that influenced recent growth rates, including market conditions, the timing of transactions, new financing arrangements and changes in the corporate capital structure, the relative levels of management and performance fees, and any recent or anticipated one-time events. At this meeting, the Committee established the CashEconomic earnings per share growth rate target for 20092010 and the formula by which the incentive pool under that plan would be determined. ItIn addition to a baseline earnings target (for 2010, this target was $4.00 of Economic earnings per share), which would establish an initial discretionary bonus pool of $15.0 million, achievement of a secondary growth target (in 2010, this secondary target was 15% Economic earnings growth), would increase the potential pool for executive officers with Economic earnings above this growth level.

        The Committee also established for each participant in the plan the percentage share of the pool that he could earn if the performance target were met.met, as required under Section 162(m) of the Internal Revenue Code. In 2010, the maximum percentage share allocable to the executive officers were as follows: Sean M. Healey, 40%; Darrell W. Crate, 20%; Nathaniel Dalton, 20%; Jay C. Horgen, 12.5%; and John Kingston, III, 7.5%.

        In preparation for the determinations to be made by the Committee at the end of the year, various members of the Committee (and particularly the Committee Chair) conducted a series of conference calls with Shea & Associates outside of formal meetings to consider cash bonus compensation of our peer universe and potential bonus arrangements. The Committee then met in December 20092010 and reviewed the Company's performance and potential cash incentive bonuses.

        In 2010, we achieved growth of 61% in Economic earnings and 39% in Economic earnings on a per share basis; given that record growth, under the Executive Incentive Plan formula $38 million was available for payment. Under the Compensation Committee's approach to performance-based compensation, although the performance targets determine the amountavailable for the payment of bonuses (or, a ceiling for such payments), the Committee uses its independent judgment (guided by the analyses provided by the Committee's independent compensation consultant) to determine the amount of bonus actuallypaid to each Named Executive Officer, without being constrained by any particular formula (except to the extent of the ceiling of the total pool, or for individual executive officers). In determining the amount of the bonus to pay, the Committee considered a market cash bonus compensation analysis of our peer universe in developing a total compensation package that was competitive relative to the marketplace for our Named Executive Officers. In making this assessment, the Committee considered Shea & Associates' 20092010 peer group review.

        In addition, the Committee evaluates the application and effectiveness of its "pay for performance" principles over the longer term, and in 2010 considered the fact that AMG had outperformed its peers on a longer term basis, with stock price growth and Economic earnings in the 75^th percentile. Shea & Associates also provided our Compensation Committee with comprehensive comparator company salary, cash incentive bonus, and long-term equity and total direct compensation pay data for the prior three years, along with analyses of AMG's historical pay levels relative to the comparators' 25^th percentile, median and 75^th percentile pay levels. Finally, the independent compensation consultant provided projections of compensation activity across the financial services industry for 2010, based upon survey and financial press data.

        In addition, although the Committee does not have specific targets that it applies to such evaluation, the Committee also considered our performance and the various factors that may have affected such performance in that year (including market conditions, the possible timing of transactions and new financing arrangements, and the relative levels of management and performance fees), as well as the 20092010 performance relative to the peer universe. Finally, the Committee also evaluated final compensation determinations in the context of its objective to maximize financial performance and realize appropriate growth returns for our stockholders. In view of these considerations, after determining and certifying that

        The Committee determined to reduce the baseline performance target had been met, in December 2009 the Committee approved bonus amounts it deemed competitive given the marketplace forcash incentive pool payable to our executive officers to $18.4 million, leaving $19.6 million in additional cash incentive pool the Committee determined should not be issued. In making the specific determinations for each executive officer, the Committee observed that consistent with AMG's performance above comparators' medians in 2009, performance bonus levels were between the comparator medians and relevant Company performance factors,75^th percentiles, and in light of global financialthat broader competitive market conditions, AMG's financial performance, and the performance of our peer group. The cash bonus payment for Mr. Healey was reduced by 7% over the 2008 cash bonus payment (which was in turn a reduction of 22% over the 2007 payment)projections indicated that 2010 bonuses would be increasing (in comparison to 2009 levels), and the shift from short-term cash bonus payments forcompensation to greater use of longer-term equity awards.

        Based on a recently completed analysis by Shea & Associates of peer group 2010 pay levels, as a group the 2010 cash incentives paid to the Named Executive Officers aswere slightly lower than the peer group 75^th percentile target, while the cash incentives for Mr. Healey were in line with the 75^th percentile target—consistent with the Committee's compensation philosophy and targets for a group were reduced by approximately 7% from 2008 (which wasyear in turn a reduction of 21% overwhich the 2007 payments).Company achieved top quartile performance levels.

        The Committee's determinations regarding the amount of performance-based cash compensation to be paid to each executive officer are set forth in the Summary Compensation Table.

2010 Total Cash Compensation Levels

        Based on a recently completed analysis by Shea & Associates of peer group 2010 pay levels, as a group the 2010 total cash compensation levels (salaries plus cash incentives) paid to the Named Executive Officers were slightly lower than the peer group 75^th percentile level, while the total cash compensation for

Mr. Healey was in line with the 75^th percentile target—consistent with the Committee's compensation philosophy and targets for a year in which the Company achieved top quartile performance levels.

2010 Compensation Elements—Equity-based Compensation Awards

        We believe that equity-based compensation awards provide long-term incentives that further the Committee's objective to increase stockholder value and retain our senior management team. While the Committee does not follow a strict formula in determining the overall compensation package to be paid to an executive officer, in light of our objective to align compensation with increases in stockholder value, the Committee generally intends that the most substantial portion of total compensation be equity-based.

        The Committee grants equity-based incentive compensation awards on the basis of our historical performance (both in terms of CashEconomic earnings growth and increase in stockholder value) and the individual executive officer's contributions to that performance, as well as the expected contribution of the executive officer to our future performance. The Committee also considers the relationship of equity-based compensation awards to the performance-based cash compensation to be paid to each executive officer in any particular year. The Committee further considers equity ownership, including the relative size and structure of historical grants and the portions of an award that are not yet vested, of our executive officers. In addition, the Committee considers the performance and equity-based compensation levels of the Company and our individual executive officers in relationship to the peer group universe, as well as the comparative levels of equity ownership of individual officers at such companies.

        In 2010, the eventCommittee made its determinations concerning total equity grants with the assistance of Shea & Associates, based on the analysis of AMG performance and compensation and equity ownership levels relative to our asset management comparators and the consultants' projections concerning general executive compensation market trends among the universe of financial institutions who are relevant competitors for executive talent, as well as projected future management ownership levels relative to AMG's growth over multi-year time horizons. The Committee evaluates the application and effectiveness of its "pay for performance" principles over the longer term, and observed that AMG had outperformed its peers over the Company'slonger term, with Economic earnings and stock price growth in the 75^th percentile since the Company went public in 1997. Against that backdrop, our independent compensation consultant provided our Compensation Committee with comprehensive comparator company long-term performance objectives are being achieved,equity and total direct compensation pay data for the prior three-years, along with analyses of AMG's historical pay levels relative to the comparators' 25^th percentile, median and 75^th percentile pay levels. Finally, the independent compensation consultant provided projections of compensation activity across the financial services industry for 2010, based upon survey and financial press data, with broader market projections indicating that long-term stock and incentive awards would likely increase as many financial institutions continued to pay a larger portion of compensation in the form of equity awards.

        The Compensation Committee also worked with Shea & Associates throughout 2010 to explore a variety of additional long-term stock ownership plan alternatives to balance AMG's historical reliance on stock options with competitive and affordable retention tools. After a review of possible alternatives, the Committee implemented the Long-Term Equity Interests Plan (the "2010 Long-Term Equity Plan") in December 2010 providing an additional long-term tool designed to retain management, while aligning incentives with the creation of shareholder value. Under the plan, equity interests may be granted to management from time to time, with vesting, forfeiture and repurchase agreements established under the plan and by the Compensation Committee targetsat the time of grant. The equity compensationinterest structure is similar to the equity structure employed with AMG Affiliate principals, with a ratable portion of ownership interests in all Affiliates transferred to a partnership, with grants to management of equity interests that is abovehave no cash flow interests through 2018.

        Given the median equity compensation levelsCommittee's objective to utilize additional long-term stock ownership tools for retention and incentive, and the public company peer group.

        As a consequencepotential stability of the option surrender discussed above, atlong-term equity interests as a tool, the beginning of 2009 senior management stock ownership had dropped meaningfully from prior years, with very limited remaining unvested senior management stock ownership. The Compensation Committee determined that the development of a suitable stock-based retention plan to address this important retention concern was an

important Company objective. Working with Shea & Associates, the Compensation Committee developed adetermined to grant long-term highly back-loaded cumulative vesting $20 million five year retention plan for AMG's management group,equity interests to senior management. The equity interest grant was subject to meeting certain performance criteria. To advance the retentionvesting over four years, and incentive objectivesgiven liquidity restrictions, a requirement that management hold portions of the Committee,equity for a minimum of 8 years, in a structure that encourages management to hold the extent that the performance target associated with this plan is met, 80%equity interests through retirement. (The value of the potential grant will vestawards was determined at the enddate of the fourthgrant using a discounted cash flow analysis, with key valuation assumptions including projected assets under management and fifth years, ensuring that participating management team members will be better positioned to serve the Company over a five year time horizon. The Committee implemented this plan at its April 2009 meeting.fee rates, and discount rates utilizing industry market data and historical assumption experience.)

        Consistent with the Compensation Committee's long-standing use of stock options as anthe primary equity compensation tool, in July and December 20092010 the Committee granted options to executive officers under the stockholder-approved 2006 Stock Option Plan. In linePlan in grant amounts consistent with its objective to substantially reduce total direct compensation in 2009, and its review of equity grants to, and the equity holdings of, executive officers in our peer universe, the Committee reduced total 2009 equity compensation expense by approximately 60% for the Chief Executive Officer, and approximately 56% for the Named Executive Officers as a group. Consistent with our objective to retain our executive officers, the awards granted were subject to vesting and forfeiture provisions. (Thepast grants.

        The Company's Named Executive Officer 20092010 equity compensation amounts and compensation grants as well as additional context regarding the Company's historical compensation expenses, are discussed in greater detail in the Executive Compensation Tables section.)

2010 Total Direct Compensation Levels

        Based on a recently completed analysis by Shea & Associates of peer group 2010 pay levels, as a group the 2010 total direct compensation levels (salaries, cash incentives, long term equity and retention awards) paid to the Named Executive Officers was in the top quartile of the peer group, as it was for Mr. Healey—consistent with the Committee's compensation philosophy and targets for a year in which the Company achieved top quartile performance levels.

Other Incentive and Retention Programs

        In 2005, the Committee established an Executive Retention Plan to provide it with additional flexibility to meet its objective to retain our executive officers. From time to time, the Committee determines that long-term compensation with vesting and forfeiture provisions is an effective and appropriate retention tool, and may make grants to officers through a trust vehicle in which an officer may choose to invest in our common stock, Affiliate investment products, or cash accounts. In the event that awards in the Executive Retention Plan are forfeited, they are allocated on a pro rata basis to all other remaining participants in the trust. As discussed in further detail in the Outstanding Equity Awards at 20092010 Fiscal Year-End Table, the Committee last made Executive Retention Plan grants in 2005 and no new grants were made in 2009.2010.

        In 2006, the Committee established the Deferred Compensation Plan to provide additional retirement plan flexibility for our officers. The plan provides officers and directors the opportunity to voluntarily defer compensation on a pre-tax basis, and invest such deferred amounts in one or more specified measurement funds. In 2009,2010, no executive officer or director elected to defer compensation under the Deferred Compensation Plan.

Other Elements of Compensation

        We provide a 401(k) Profit Sharing Plan for all employees and generally contribute a percentage of compensation to such plans. We also provide other benefits such as medical, dental and life insurance and disability coverage to all eligible employees.

Perquisites

        Our perquisite compensation is in the lowest quartile of our public company peer group, as we use only certain perquisite tools (such as financial counseling and medical services, and use of Company aircraft) deemed appropriate by the Committee to meet the objectiveobjectives of retaining key members of senior management.management, and optimizing the use of their time and services to the Company.

Potential Severance or Change in Control Compensation and Benefits

        We do not have employment or individual change in control agreements with our executive officers or directors, and possible changes in control are addressed through the acceleration of vesting of equity.

        Upon our change of control, option vesting pursuant to our stock option and incentive plans and the payout of awards under the Executive RetentionIncentive Plan and the 2010 Long-Term Equity Plan would be accelerated or restrictions would lapse for our executive officers, as well as for allany of our employees participating in such plans.

        In the event of our change of control, as of December 31, 2009,2010, awards held by Named Executive Officers (as defined below in the Executive Compensation Tables section) would have accelerated as set forth below. The market value amounts in the table have been calculated using a share price of $67.35,$99.22, which was the closing price of a share of our common stock on December 31, 2009.2010. The market value associated with the acceleration of options has been calculated by using the "spread" value of the options ($67.3599.22 minus the applicable option exercise price) and multiplying it by the number of shares underlying the option that would accelerate. The value associated with the acceleration of units of profits interest awarded under the 2010 Long-Term Equity Plan represents the value of the unvested portion of the award as of December 31, 2010.

        We do not have employment, severance or individual changeentered into a Transition and Advisory Services contract with Mr. Crate in control agreementsFebruary 2011 in connection with our executive officers or directors.his resignation, effective as of May 2, 2011, as Executive Vice President, Chief Financial Officer and Treasurer. Following such date, Mr. Crate will continue to serve as an employee providing advisory services on an on-going basis to the Company through February 2016. In 2011, Mr. Crate will be eligible to receive compensation for his service to the Company in line with his past compensation, all to be determined by the Board of Directors in its compensation determinations at the end of the year. Mr. Crate's equity awards will continue to remain outstanding, and he will be subject to on-going non-competition and other customary covenants.

Risk Considerations in our Compensation Programs

        The Compensation Committee has discussed the concept of risk as it relates to our compensation programs with management and Shea & Associates, and theAssociates. The Compensation Committee does not believe the goals or the underlying philosophy of our compensation programs encourage excessive or inappropriate risk taking. Throughtaking, nor that these programs not create risks that are reasonably likely to have a material adverse effect on the Company.

        Throughout our executive compensation structure, comprised principally of equity and performance-based cash compensation we seek to align compensationis aligned with increases in stockholder value.value, and therefore our compensation arrangements do not encourage inappropriate risk taking. The executive officers' salaries are fixed in amount, while bonuses are tied to overall corporate performance, and a substantial portion of compensation is in the form of long-term equity awards that further align executives' interests with those of the Company's shareholders. These awards do not encourage excessive or inappropriate risk-taking given that the value of the awards is tied to the Company's stock price, and the awards are subject to long-term vesting schedules to help ensure that executives have significant value tied to long-term stock price performance.

Stock Ownership Guidelines

        As part of our equity-based compensation policies, the Committee approved stock ownership guidelines for our executive officers in 2006.2005. We believe that stock ownership guidelines (which are currently established by the Committee as a multiple of five times base salary, to be achieved over five years from the later of the implementation of these guidelines or becoming an executive officer of the Company) further align the interests of executive officers with those of our stockholders.

Equity Grant Policy

        We grant all equity awards, including options, under the terms of an equity grant policy. Generally, we grant equity awards (other than new hire grants) at regularly scheduled meetings of the Committee, with new hire grants occurring at other meetings (or by written action of all Committee members) as appropriate.

        The Committee will not approve any equity award grants on any date when it believes, in its reasonable judgment, that there is material non-public information that is reasonably likely to impact the price of our common stock.

Tax Deductibility of Compensation

        Section 162(m) of the Internal Revenue Code of 1986, as amended from time to time, and any corresponding provisions of any succeeding law (the "Code") places a limit on the tax deduction for compensation in excess of $1 million paid to any "covered employee" of a publicly held corporation (generally the corporation's chief executive officer and its next three most highly compensated executive officers, excluding the chief financial officer, in the year that the compensation is paid). Under the Long-Term Executive Incentive Plan, performance compensation paid thereunder to such covered employees is intended to be deductible by us. In implementing our compensation policies during fiscal

2009, 2010, we considered, among other things, the Long-Term Executive Incentive Plan and the opportunities it affords to preserve the tax deductibility of compensation to executive officers. The Committee also fixes for each participant the percentage share of the pool that the participant can earn, after considering the internal consistency of such allocation. If Stockholders approve Proposal 2 in this Proxy Statement, the maximum amount payable to any participant under the Long-Term Executive Incentive Plan for any fiscal year may not exceed 7.5% of the sum of pre-tax cash net income (for such purposes, before reduction for the applicable period performance pool) for such fiscal year and the immediately preceding fiscal year.

        The Committee's policy with respect to Section 162(m) is to make reasonable efforts to ensure that compensation is deductible to the extent permitted while providing our executive officers with appropriate rewards for their performance.

Compensation Committee Report

        The Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

PATRICK T. RYAN,Chair
SAMUEL T. BYRNE
HAROLD J. MEYERMAN
JIDE J. ZEITLIN

Executive Compensation Tables

Supplemental Compensation Information

        Effective in early 2010, new SEC presentation rules require that the dollar figures provided in the "Stock Awards" and "Option Awards" columns of the Summary Compensation Table reflect the anticipated value at the time of grant for any stock and option awards in that period, without regard to future performance, service or vesting conditions for such award. Prior to the effectiveness of these rules, the presentation rules required that such figures be consistent with the Company's financial presentation, and reflect the Company's actual compensation expense for that period.

        To reflect the compensation expense recognized by the Company in 2009 (consistent with the Company's financial statements and prior presentation rules), we have provided the following supplemental table. Please note that this supplemental table is not required by the SEC under the new presentation rules and is not a substitute for the information provided in the Summary Compensation and other tables in accordance with the new presentation rules.

        The following tables provide information regarding the compensation arrangements for the Company's Chief Executive Officer, Chief Financial Officer and the Company's three other most highly compensated executive officers (collectively, the "Named Executive Officers") under the new SEC presentation rules.

        The Summary Compensation Table reflects that for each executive officer the substantial majority of compensation in 2009 was in the form of long-term equity grants, subject to a variety of performance, vesting and forfeiture provisions discussed in further detail in footnotes 2 and 3. In the case of Mr. Healey, for example, approximately $12,000,000 of the total compensation figure (or 67% of the total) is subject to such performance, vesting and forfeiture provisions, and may not be realized. As reflected above, in the event that previous presentation rules had remained in effect, the total compensation figure for Mr. Healey in 2009 would have been approximately $8,000,000.

        As previously discussed in greater detail in the Compensation Discussion and Analysis, the long-term equity grants in 2009 reflect the Compensation Committee's determinations to address the meaningful decline in both unvested senior management stock ownership (generally, and as a consequence of the voluntary surrender by senior management of 2.1 million options), and management's future stock ownership earnings potential.

.

Summary Compensation Table

Grants of Plan-Based Awards in Fiscal Year 20092010

Outstanding Equity Awards at 20092010 Fiscal Year-End

Option Exercises and Stock Vested in Fiscal Year 20092010

Director Compensation

        At the request of the Compensation Committee, Shea & Associates providesprovided a review of director compensation in the broad peer universe and most comparable peer universe. This analysis includes data on total compensation for directors at such peer companies, as well as on the individual components of that compensation, such as annual retainers, meeting fees and equity awards. The review also provides comparative data on compensation by board position (such as committee chairs and lead directors), and information on the nature of the service of particular directors in their various capacities (e.g., lead directors) at such companies. Shea & Associates also providesprovided information to the Compensation Committee on trends in director compensation at such companies, as well as trends in director compensation at public companies generally.

        In determining current compensation levels for the Company's directors, the Compensation Committee's objective is that cash compensation be relatively lowset at or near to the median in comparison to directors at comparable public companies, while equity compensation linked to increases in stockholder value isbe higher on a relative basis. In 2009, Shea & Associates' competitive market review reflected that director cash retainer and meeting fee compensation was below the median for the peer group, while cash compensation for committee work was generally in line with the median, and on that basis recommended an increase in annual retainers, combined with a decrease in meeting attendance fees. Accordingly, the Company increased theThe annual fee for service by non-employee directors from $50,000 to $80,000 and eliminatedis $80,000. Directors do not receive quarterly meeting fees. Committee fees remained unchanged:are as follows: members of the Audit Committee receive an annual fee of $20,000, with the Chair receiving an annual fee of $35,000; members of the Compensation Committee receive an annual fee of $17,000, with the Chair receiving an annual fee of $20,000; and members of the Nominating and Governance Committee receive an annual fee of $13,000, with the Chair receiving an annual fee of $15,000. The Chair of each Committee receives the annual Chair fee in lieu of the Committee fee. In addition, the lead director receives a fee of $100,000 for his active role as principal liaison with management of the Company and for his capacityservices as the principal contact on our Board of Directors for our stockholders and other interested parties. All directors of the Company are reimbursed for travel expenses incurred in attending meetings of the Board of Directors and its committees.

        Equity grant determinations for directors are made consistent with the Compensation Committee's philosophy that compensation should be directly linked to increases in stockholder value, and, on that basis the Committee has historically used option grants to align director and stockholder interests. In 2009, Shea & Associates' market review reflected an increase in the use of full-value equity awards granted to directors as compared to stock options, and on that basis recommended that the Company replace its semi-annual stock option grant policy with a combination ofvalue. Directors receive semi-annual option grants, with an aggregate annual grant date Black-Scholes value of $120,000, and grants of deferred stock units under the Deferred Compensation Plan, with an aggregate annual grant date fair market value of $80,000, based on the closing stock price of the Company's common stock on the date of grant. Each stock option grant and deferred stock grant will generally vest in 25% increments over four years, a vesting period that is longer than the 1-3 year vesting schedules employed by companies in the peer group, and across the market more generally.

Director Compensation in Fiscal Year 20092010

        The following table sets forth information regarding the compensation earned by the Company's non-employee directors in 2009.2010. For compensation information with respect to Mr. Healey, and his services as the Company's President and Chief Executive Officer and President, please see the Summary Compensation

Table and other accompanying compensation tables. Mr. Healey receives no additional compensation for his service as a director.

Equity Compensation Plan Information

        The following table sets forth information regarding the securities authorized for issuance under our equity compensation plans as of December 31, 2009:2010:

PROPOSAL 2: APPROVAL OF THE COMPANY'S
LONG TERM EXECUTIVE2011 STOCK OPTION AND INCENTIVE PLAN AS AMENDED AND RESTATED

        With limited exceptions, a publicly-held corporation may not claim a federal income tax deduction for compensation for any year in excessIntroduction

        On April 19, 2011, the Board of $1 million paid to the corporation's chief executive officer or any of its other three most highly paid named executive officers (other than its chief financial officer). An exception to this deduction limitation applies in the case of certain qualifying performance-based compensation paid pursuant to a plan, the material terms of which are periodically approved by the corporation's stockholders. Our stockholders approved the Long-Term Executive Incentive Plan, or Plan, at our Annual Meeting in 2000 and approved amendments to the Plan at our Annual Meetings in 2002 and in 2005. This year, we are amending the Plan,Directors adopted, subject to stockholder approval at the Annual Meeting, the 2011 Stock Option and Incentive Plan (the "2011 Plan"). The 2011 Plan is similar to add eligible employees, increase the individual cash limit, andexisting 2006 Option Plan. The 2011 Plan will permit the grantissuance of stock options and stock appreciation rights ("SARs") to purchase up to 4,000,000 shares of common stock. The Board of Directors believes that the 2011 Plan will provide additional flexibility to implement the Company's objective of retaining and motivating key personnel, upon whose judgment, initiative and efforts the Company depends for sustained growth and profitability. Consistent with this objective, awards with a performance period of a fiscal year or longer, as more fully described below. The Compensation Committee has determined that it is ingranted under the best interest2011 Plan will generally be subject to vesting and forfeiture provisions.

        Approval of the Company and our stockholders to adopt and approve these amendments as part of an amended and restated2011 Plan in order to further alignrequires the interests of our senior employees with our stockholders and to encourage employee retention potentially over a longer performance period. We continue to believe that performance-based compensation that is closely aligned with growth in Cash earnings per share will continue to incentivize key members of senior management of the Company.

        The affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote at the meeting is required for approval of the amended and restated Plan. For this purpose, abstentionsvote. Abstentions will have the same effect of votes castas a vote against the Planthis proposal, and broker non-votes will have no effect. Additionally, the NYSE listing standards require that a majority of the outstanding shares are voted on the proposal, and that a majority of those voted shares approve the 2011 Plan.

Benefits and Key Features of the 2011 Plan

        The 2011 Plan is an important compensation tool designed to retain and motivate officers, other employees, directors and key persons (including consultants and advisors) of the Company and its affiliates who are responsible for or contribute to the management, growth or profitability of the Company and its affiliates, while providing incentives for such persons to create shareholder value. The following is a summary of certain key features of the 2011 Plan:

•

Independent Plan Administrator: The 2011 Plan is administered by our Compensation Committee, which is composed entirely of independent directors.



•

No Full-Value Awards: The 2011 Plan only permits grants of stock options and SARs rather than "full-value" awards such as restricted stock awards.



•

No Discounted Awards: The exercise price of stock options and the base price of SARs must be no less than fair market value on the date of grant.



•

Term of Awards: The term of each award will be no longer than seven years.



•

No Liberal Share Counting: The following shares willnot be added back to the shares of common stock available for issuance under the 2011 Plan:



•

shares of common stock tendered by 2011 Plan participants to the Company as full or partial payment of the exercise price upon exercise of stock options;



•

shares of common stock reserved for issuance upon the grant of SARs to the extent the number of reserved shares exceeds the number of shares of common stock actually issued upon exercise of the SARs;



•

shares of common stock repurchased by the Company using proceeds received by the Company upon exercise of stock options;



•

shares of common stock underlying any stock option or SAR that is voluntarily forfeited, unless the Company's stockholders have approved the adding back of such shares; or



•

shares of common stock withheld by, or otherwise remitted to, the Company to satisfy a participant's tax withholding obligations upon the exercise of stock options or SARs or upon any other payment or issuance of shares of common stock under the 2011 Plan.

•

Repricing Restriction: Stock options and SARs may not be considered votes cast. In order to continue to make performance-based awardsrepriced without shareholder approval. Furthermore, stock options and SARs that are voluntarily forfeited shall not become available for issuance under the 2011 Plan that will satisfywithout shareholder approval.

Summary of Outstanding Options and Certain Additional Information

        After reflecting option activity in the requirementsfirst quarter of Section 162(m)2011, including exercises, as of March 31, 2011, there were:

•

51,921,772 shares of common stock outstanding (which is also the amount outstanding as of the Code, we need yourrecord date);



•

4,821,120 shares of common stock reserved for issuance pursuant to the exercise of outstanding stock options under the existing stock option plans of the Company:



•

with an average grant price of $63.27;



•

with an average remaining term of 4.9 years; and



•

50.1% of which were vested as of March 31, 2011 and continued to be held by employees.



•

53,889 shares of common stock available for grant under our existing stock option plans (please see the "Equity Compensation Plan Information" table for additional detail);



•

7,815,055 shares of common stock, in addition to the shares of common stock outstanding, reserved for issuance upon conversion of the Company's convertible trust preferred securities and convertible notes; and



•

No SARs or shares of restricted stock outstanding.

Recommendation of the Board of Directors

The Board of Directors believes that the approval of the material terms2011 Plan is in the best interests of the Plan, as amendedCompany and restated, as described below.

        The material terms ofits stockholders and, therefore, unanimously recommends that the Plan, as amended and restated, are summarized below. This summary is qualified in its entirety by reference to the terms of the Plan, which is attached toCompany's stockholders vote FOR this Proxy Statement asAppendix A.proposal.

Summary of the Material Terms2011 Plan

        The following description is only a summary of the material features of the 2011 Plan and does not describe all of its provisions. A copy of the 2011 Plan is included in this Proxy Statement asAppendix A.

        Administration; Eligible Employees.Introduction.    The 2011 Plan permits the grant of three types of awards: (i) options to purchase shares of common stock that are "incentive stock options" ("Incentive Options") under the Code, (ii) options to purchase shares of common stock that do not so qualify under the Code ("Non-Qualified Options"), and (iii) SARs. A SAR gives the holder the right to receive a payment in common stock based on the appreciation (if any) in the price of the share of common stock subject to the SAR. The amount of the payment, if any, is equal to the difference between the base price of the SAR, which can be no less than the fair market value on the date of grant of the share of common stock subject to the award, and the value of that share of common stock at the time of exercise. The term of each option and SAR issued under the 2011 Plan may not exceed seven years (and, in the case of Incentive Options granted to certain ten percent (or greater) stockholders, five years). The 2011 Plan is not required to be qualified under Section 401 of the Code nor is it subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended.

        Shares Subject to the 2011 Plan.    4,000,000 shares of common stock have been authorized and reserved for issuance under the 2011 Plan. Awards on no more than 600,000 shares of common stock may be granted to any one individual in any calendar year. Shares of common stock underlying any stock

"RESOLVED, that the compensation paid to the dateCompany's Named Executive Officers, as disclosed pursuant to Item 402 of such amendment or termination.Regulation S-K, including the Compensation Discussion and Analysis and compensation tables, is hereby APPROVED."

        New Plan Benefits.    Because awards        Our executive compensation program is comprised principally of equity and performance-based cash compensation, designed to be granted underalign compensation of our executives with stockholder value and financial performance. As more fully described in the Plan, if any, will be premised uponCompensation Discussion and Analysis, the achievementmix of certain performance objectives,fixed and since at all timesperformance-based compensation and the paymentterms of such awards may be reducedthe Company's long-term incentive compensation plans are designed to enable the Company to attract, motivate and retain key persons while, at the discretionsame time, creating a close relationship between performance and compensation. In addition, the Company regularly reviews its compensation program and the overall compensation package paid to each of its senior executives, including through the engagement of an independent compensation consultant, to assess risk and to ensure that the program is structured appropriately in order to obtain the Company's strategic goals.

Recommendation of the Board of Directors

For the above reasons, the Board of Directors is asking stockholders to support this proposal. Although the vote we are asking you to cast is non-binding, the Compensation Committee such grants cannotand the Board of Directors value the views of our stockholders and will consider, among other factors, the outcome of the vote when determining future compensation arrangements for our Named Executive Officers. The Board of Directors unanimously recommends that the Company's stockholders vote FOR this proposal.

PROPOSAL 4: ADVISORY VOTE ON FREQUENCY OF EXECUTIVE
COMPENSATION ADVISORY VOTES

        In Proposal 3 (referred to as a "say-on-pay" vote), the Board of Directors is asking stockholders to cast an advisory vote for the compensation that we paid in 2010 to our Named Executive Officers, as disclosed in this Proxy Statement. The Dodd-Frank Wall Street Reform and Consumer Protection Act also provides that stockholders must be ascertainedgiven the opportunity to indicate their preference, on a non-binding, advisory basis, at least once every six years, as to how frequently we should seek an advisory vote to approve the compensation of our Named Executive Officers.

        In this time.Proposal 4, the Board of Directors is asking stockholders to cast a non-binding, advisory vote on how frequently we should have say-on-pay votes in the future. Stockholders will be able to mark the enclosed proxy card or voting instruction form on whether to hold say-on-pay votes every one, two or three years. Alternatively, you may indicate that you are abstaining from voting. The Board of Directors is asking stockholders to cast a non-binding, advisory vote for theONE-YEAR option on the following resolution:

"RESOLVED, that the stockholders of the Company recommend, in a non-binding vote, whether an advisory vote to approve the compensation of the Company's Named Executive Officers should occur every one, two or three years."

        The Board of Directors believes that say-on-pay votes should be conducted every year so that stockholders may annually express their views on our executive compensation program. This vote, like the say-on-pay vote itself, is non-binding.

Recommendation of the Board of Directors

        The Board of Directors believes that the approval of the Long-Term Executive Incentive Plan, as amended and restated, is in the best interests of the Company and its stockholders and, therefore, unanimously recommends that the Company's stockholders vote FOR this proposal.for the ONE-YEAR option as the frequency of the advisory vote on executive compensation.