Deferred incentive plans for senior employees excluding directors

Plan	Plan information	Additional information
Deferred Share Plan (DSP)	Participants will be awarded nil priced options over shares in Man Group plc subject to continuing service throughout the vesting period. This will align them directly with the interests of the shareholders. (There will be incremental vesting of 25% over four years. However, there are transitional provisions for awards in respect of 2008, 2009 and 2010 such that 10% of the award vests a year after grant, 15% of the award vests two years after grant, 20% of the award vests three years after grant with the balance of 55% vesting four years after grant.)	This replaces the Co-Investment scheme with effect from June 2008. This follows an extensive review by the Remuneration Committee and Board of long-term incentive plans in the market and the advice of external consultants. The plan has been designed to attract, retain and motivate talent in an increasingly competitive specialist market.
Fund Product Plan (FPP)	Senior investment managers may elect to have up to 50% of their Deferred Share Plan award invested in one of the fund products in the area they manage. This is to align them with the investors in the Company products. In all other respects the FPP mirrors the DSP.	The senior investment managers will continue to receive at least 50% of their deferred award in the Man Group plc DSP so that they are also aligned with the interests of the shareholders.
Co-Investment Scheme	This is a long-term incentive scheme, designed to encourage senior employees to invest a proportion of their cash bonus by purchasing shares in the Company and to facilitate their retention. It is a matching scheme whereby the Group matches on an agreed basis the pre-tax amount of bonus invested in the scheme provided that the bonus investment shares are retained by the employee for three years. The matching award can be exercised for no payment after four years provided that the employee is still employed by the Group. The scheme operates on a four to one matching basis. The amount a participant can invest cannot exceed 100% of their bonus.	The Co-Investment scheme has been replaced by the Man Group plc Deferred Share Plan in 2008 and no further awards shall be made under this scheme.

All employee share plans

Plan	Plan information	Additional information
UK Sharesave Scheme	All employee scheme, each participant permitted to save up to £250 per month to purchase Man Group plc shares at a discount. The option price is set at a 20% discount to the market value near the time the option is granted.	This is an HMRC approved scheme. Contracts are for three or five year periods.
US Stock Purchase Plan	All employee scheme, each participant permitted to save up to $500 per month from 2005 to purchase Man shares at a discount normally after a 24 month period. Subject to a restriction on transfer of one year following purchase. The option price is set at a 15% discount to the market value on the date of grant.	This is an Internal Revenue Code qualifying plan.

Assisted purchase scheme

The Group has established and contributes to a discretionary trust for the benefit of employees of the Group (including executive directors) to facilitate the acquisition of shares in the Company as long-term holdings. The current trustees, who are not connected with the Group, are Roanne Trust Company (Jersey) Limited and Trustcorp (Jersey) Limited. The trustees acquire shares in the market, which they will sell on at the prevailing market price on deferred payment terms. In the case of executive directors, such assistance is subject to prior approval by the Remuneration Committee. As at 31 March 2009, no directors were receiving such assistance.

Executive directors' remuneration policy

The Group aims to attract, motivate and retain high calibre executive directors, and align executive remuneration with the interests of the shareholders by paying competitive base salary and benefits, together with bonus and long-term incentive awards which are linked to:

• the achievement of individual objectives, which are directly aligned to the strategy of the Group and building sustainable profitability;
• the achievement of the Group's key financial targets (as set out in the Financial Review);
• the creation of long-term shareholder value;
• ongoing oversight of a robust risk management framework;
• qualitative assessment of people leadership; and
• contribution to corporate and social responsibility.

The Company operates in the alternative investment management sector and is a constituent of the FTSE 100 index. The majority of the Company's competitors are unlisted. In the alternative investment management sector recruitment and retention of talent is critical and for this reason it is important that the remuneration structure is competitive and enables the Company to attract and retain high calibre executives and employees within this specialised sector. It is market practice in the alternative investment management industry for the total remuneration package of executives to contain a high proportion of variable pay which is closely aligned with the return to investors. For this reason, awards under the Company's incentive plans in Company shares constitute a large proportion of the executive directors' total remuneration. This aligns the interests of executive directors and senior executives with the Group's shareholders through the promotion and encouragement of share ownership, and is subject to return on equity and growth in diluted EPS performance targets.

In assessing the competitiveness of remuneration, base salaries, bonuses and long-term incentives have been reviewed against available external market data. In addition, there is a review of internal relativities within the Company. These market and internal reviews cover the individual elements of compensation and total compensation. Whilst the fixed component of remuneration is sufficiently high to allow the Company to operate a flexible bonus policy, to retain incentivisation through the application of its remuneration policy on an annual basis, the Remuneration Committee seeks to give a high proportion of total compensation in the form of variable bonus payments and long-term incentives.

Given the existing share and option plans the Remuneration Committee has, as last year, consciously decided to maximise the non-cash component of executive directors remuneration permitted under the Plan Rules. Executive directors are required to invest 100% of the amount of their post-tax cash bonus in Company shares before being granted the PSP matching award which constitutes the majority of their long-term incentive award. As a result, as in 2008, in order to take up the PSP matching award the cash bonus must be invested in Company shares. These long-term incentives are subject to challenging performance conditions. The Remuneration Committee has not used its discretion this year to change previously established performance criteria. The performance conditions for the long-term incentive plans are earnings per share in excess of RPI and post-tax return on capital measured over a three-year performance period. The performance conditions are not linked to short-term share price movements. Instead, performance conditions are based on long-term creation of shareholder value. The performance targets to be met are absolute targets. They are not relative targets which are easier to achieve when comparator companies have poor results.

Overview of remuneration elements for executive directors

Element	Objective	Performance period	Performance condition
Base salary	Reflects market value of role and individual's responsibility and skills and experience	Not applicable	Reviewed annually
Performance bonus	Incentive for achievement of personal goals and Company strategic and financial targets	Annual. A proportion or all of bonus must be deferred into shares with a three year holding period to receive a matching award in year four (see PSP)	Bonus subject to achievement of agreed personal objectives and Company strategic and financial targets
Performance Share Plan (PSP)	Incentivise long-term return to shareholders, support and encourage share ownership	Three year performance period plus one year restriction period dependent upon continued employment	Basic award plus matching awards subject to executive directors investing performance bonus into shares. Basic and matching awards are subject to post-tax return on average shareholders' equity targets
Executive Share Option Scheme (ESOS)	Incentivise sustained growth	Three year performance period	Growth in EPS (excluding performance fee income and exceptional items)
Pensions and benefits	Provision of competitive post-retirement and other benefits	Service related	Not applicable