FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT , dated as of March 25, 2009
(this " Amendment "), among (i) AFFILIATED MANAGERS GROUP, INC. , a Delaware corporation (the
" Borrower "), (ii) the undersigned Lenders (as defined below), and (iii) BANK OF AMERICA, N.A. (" Bank
of America "), as administrative agent for the Lenders (in such capacity, the " Administrative Agent "), amends
certain provisions of the certain Third Amended and Restated Credit Agreement, dated as of November 27,
2007 (as amended, restated, supplemented or otherwise modified from time to time, the " Credit Agreement "),
among the Borrower, the several banks and other financial institutions from time to time party thereto (the "
Lenders "), the Administrative Agent, The Bank of New York Mellon (as successor by merger to The Bank of
New York), JPMorgan Chase Bank, N.A. and U.S. Bank National Association, as Co-Syndication Agents,
Calyon New York Branch and RBS Citizens, National Association, as Co-Documentation Agents. Any
capitalized term used herein and not defined shall have the meaning assigned to it in the Credit Agreement.
WHEREAS , the Borrower has requested that the undersigned Lenders and the Administrative
Agent agree to amend certain of the terms and provisions of the Credit Agreement, as specifically set forth in this
WHEREAS , the undersigned Lenders and the Administrative Agent are prepared to amend the
Credit Agreement on the terms, subject to the conditions and in reliance on the representations set forth herein.
NOW THEREFORE , in consideration of the mutual agreements contained in the Credit
Agreement and herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
Section 1 . Amendments to Credit Agreement .
(a) Section 1.1 of the Credit Agreement (D