Composition of executive directors' remuneration for year ended 31 March 2009

* Deferred share and option awards to be granted in June 2009.

Remuneration2	Peter Clarke 2009 $000	Kevin Hayes 2009 $000
Salary	920	620
Pension and benefits3	484	56
Cash bonus that may be deferred into Company shares4 to be granted PSP matching deferred share award	6,000	3,000
Total	7,404	3,676
Deferred share and option awards1, 4 subject to performance conditions	7,447	3,978

1 The expected value of the PSP and ESOS is the fair value of the award calculated at the date of grant. The value shown is the June 2009 grant value. This is subject to performance conditions and figures assume 100% vesting. The performance conditions are very challenging and therefore it is possible that the value could be significantly below the value shown above. The PSP matching award is subject to matching by the directors and assumes 100% take up.

2 2009 amounts determined in US dollars.

3 Pension benefit for Peter Clarke represents the transfer value at 31 March 2009 of increase in accrued pension during the year (net of inflation).

4 The amount of the cash bonus post-tax must be deferred into Company shares to be granted the PSP matching deferred share award. Take up was 100% in 2008.

Service contracts

The Group has service contracts with its executive directors. The service contracts do not have a fixed term but provide for termination on the expiry of not more than 12 months' written notice by either party or at the end of the month during which Peter Clarke has attained the age of 60 and Kevin Hayes has attained the age of 65. The effective dates of the service contracts are: Peter Clarke 1 April 1997 and Kevin Hayes 31 May 2007. The service contracts contain no contractual entitlement to any fixed amount of bonus or right to participation in any of the Group's share-based incentive schemes, participation in which is at the Remuneration Committee's discretion. To protect the Group's business interests, executive directors' service contracts contain non-compete covenants designed to be applicable to the extent permitted under the law of the relevant jurisdiction. Under their service contracts, external appointments require Board consent. The executive directors' service contracts do not include any fixed provision for termination compensation. The treatment of equity awards on termination is covered under the relevant shareholder approved plan rules. The Remuneration Committee is mindful of the need to consider what compensation commitments, if any, are appropriate in the event of the termination of executive directors' service contracts, bearing in mind the Group's legal obligations and the individual's ability to mitigate their loss. The Remuneration Committee must approve in advance any proposed termination payments. As stated in the Directors' Report, the Company has purchased and maintained throughout the year directors' and officers' liability insurance in respect of itself and its directors.

Base salary

Base salary ranges are established by reference to those prevailing in the employment market generally for executives of comparable status, responsibility and skills. Particular regard is paid to base salary levels within other leading companies in the financial services sector and the need in many cases to secure the services of senior executives who have international experience and flexibility in job location. These comparisons are made with the assistance of available independent remuneration surveys. Salaries are reviewed annually. The previous and current base salaries for the Man Group executive directors are shown in the table below.

	Peter Clarke	Kevin Hayes
Base salary at 1 June 2008	$925,000	$625,000
Base salary at 1 June 2009	$925,000	$625,000

As a US dollar denominated Company, with effect from 1 June 2008 the directors' salaries were set in US dollars. Salaries were reviewed but no increase will be made at 1 June 2009.

Pension and benefit provision

All executive directors are eligible to participate in the Group's pension arrangements generally operating in the jurisdiction in which they work. Alternatively, the Group will, at the executive director's request and subject to applicable limits and regulations, make a contribution of up to 10% of pensionable base salary to a private pension plan nominated by the director. Full information is provided in the Audited Remuneration Report. Other benefits provided are set out below.

Provision	Policy
Private medical insurance	Family private medical insurance is provided
Life assurance	Provides a lump sum payment in event of death; this is set at 4 x base salary subject to a Notional Earnings cap of £123,600
Permanent health insurance	Insurance provides 50% of base salary less state benefits in the event of inability to carry on normal duties
Holiday pay	30 days paid holiday
Assisted purchase scheme	See page 55
Other benefits	Flexible benefits are provided and can be purchased from base salary

Performance related cash bonus

All executive directors and senior executives are eligible for an annual performance-related cash bonus, which is non-pensionable. Although the Remuneration Committee does not consider it appropriate to establish any maximum percentage of base salary payable by way of annual bonus, total bonuses available across the Group for distribution to eligible employees (including executive directors) are determined by reference to the pre-tax profit after making certain adjustments, including a charge for the capital allocated by the Group to the operation of that business and any credit usage.

Bonuses for executive directors are discretionary. In considering the appropriate level of bonus for each director, the Remuneration Committee considers:

(a) Strategy assessment measured by the extent to which the individual has achieved Company strategic objectives;

(b) Financial assessment measured by the extent to which the Group has achieved its financial targets; and

(c) Qualitative assessment measured by the extent to which the individual has achieved their agreed personal objectives for the year.

The bonus of each executive director, as determined by the Remuneration Committee against these measures on an individual basis, is shown in the table above. Bonuses for senior executives below Board level are discussed with the Remuneration Committee and reviewed by it.

Although the bonus is paid in cash, executive directors must defer a portion of the bonus into shares as a precondition of receiving conditional awards of matching shares under the PSP (see below). In 2008 the executive directors deferred 100% of their bonus to take up matching awards made available to them under the PSP.

Long-term share-based incentive schemes

Man Group has always sought to facilitate significant equity ownership by directors and senior management, principally through schemes which encourage and assist the purchase of shares with their own money or by way of bonus deferral. The Board and employees worldwide together currently own an estimated 3% of the Company's share capital, either directly or through employee trusts established and funded for this purpose. The Board alone directly holds 1% of the issued capital. The Employee Trusts are included in the Group's consolidated financial statements.

Executive directors are currently eligible to participate in the PSP, Assisted Purchase Scheme and ESOS, in each case at the Remuneration Committee's discretion. Both the Board and the Remuneration Committee believe that it is inappropriate to use short-term share price movements as a measure of management performance; true long-term shareholder value will be created through long-term growth in EPS and the maintenance of high levels of post-tax return on capital. For this reason, these two measures form the basis of the performance criteria applicable to the Group's long-term share-based incentive schemes.

The Remuneration Committee is not aware of any listed companies of substantial size whose main business activities are comparable in nature and scale to that of Man Group, and accordingly the Remuneration Committee does not see any merit in trying to benchmark performance criteria against any other companies. The Remuneration Committee sets performance conditions to achieve absolute returns, not relative returns, for its shareholders.