Remuneration Report

Share awards and matching awards under the Performance Share Plan

		Performance Share Plan – Share Awards(a)
		Number of Awards
	Date of award	1 April 2009	Awarded during year(c)	Transferred during Year(b)	Lapsed during year	31 March 2010	Transfer Date
Executive directors
Peter Clarke	June 2005	133,164	–	133,164	–	–	June 2009
	June 2006	95,370	–	–	7,630	87,740	June 2010
	June 2007	76,567	–	–	56,660	19,907	June 2011
	June 2008	77,335	–	–	–	77,335	June 2012
	July 2009	–	225,824	–	–	225,824	July 2013
Kevin Hayes	June 2008	52,253	–	–	–	52,253	June 2012
	July 2009	–	152,584	–	–	152,584	July 2013
Former executive directors
Stanley Fink	June 2006	110,124	–	101,314	8,810	–	June 2009
Kevin Davis	June 2006	34,229	–	31,491	2,738	–	June 2009

		Performance Share Plan – Matching Awards(a)
		Number of Awards
	Date of award	1 April 2009	Awarded during year(c)	Transferred during Year(b)	Lapsed during year	31 March 2010	Transfer Date
Executive directors
Peter Clarke	June 2006	457,782	–	–	36,623	421,159	June 2010
	June 2007	810,714	–	–	599,928	210,786	June 2011
	June 2008	1,128,674	–	–	–	1,128,674	June 2012
	July 2009	–	1,464,802	–	–	1,464,802	July 2013
Kevin Hayes	June 2008	327,110	–	–	–	327,110	June 2012
	July 2009	–	732,401	–	–	732,401	July 2013
Former executive directors
Stanley Fink	June 2006	1,398,780	–	1,286,878	111,902	–	June 2009
Kevin Davis	June 2006	232,757	–	214,136	18,621	–	June 2009

Notes:

(a) For grants prior to 2009, no award will be transferred unless the Group maintains an average annual Return on Equity of at least 20% across the performance period; awards will be transferred at levels above this on a linear sliding scale; full benefits of an award can only be transferred when annual Return on Equity has averaged 30% or more over the performance period. For grants from June 2009 onwards, vesting is subject to achieving cumulative three-year net management fee income growth (NMFIG) and average three-year adjusted ROE (AROE). There is no vesting if there is negative AROE. Vesting commences at 8% where there is positive AROE and NMFIG is 10% or above. Vesting increases incrementally with full vesting achieved where (i) NMFIG is at least 30% and AROE is at least 10%; or (ii) NMFIG is at least 20% and AROE is at least 30% with incremental vesting between these thresholds. Entitlements are subject to an additional one year restriction on transfer to participants dependent upon continued employment with the Group. The 2005 awards vested at 100% and were transferred in June 2009. Based on performance conditions the 2006 awards have vested at 92% and will be transferred in June 2010; the 2007 awards have vested at 26% and will be transferred in June 2011.

(b) On 18 June 2009 the following award shares under the Performance Share Plan were transferred:

Peter Clarke: shares awarded in 2005 when the share price was 234.3 pence per share giving a market value at grant of £312,000.
Kevin Davis: shares awarded in 2006 when the share price was 393.20 pence per share giving a market value at grant of £2,925,000.
Stanley Fink: shares and matching shares awarded in 2006 when the share price was 393.20 pence per share giving a market value at grant of £5,933,000;

At transfer date the share price was 282.975 pence giving the following market values: Peter Clarke £376,821, Kevin Davis £695,063, Stanley Fink £3,928,236.

(c) In relation to shares awarded on 9 July 2009, the share price was 253.708 pence representing the 5 day average prior to that date.

Matching share awards under the Group's Co-Investment Plan

	1 April 2009	Awarded During year	Exercised in Year	31 March 2010
Kevin Hayes(a)	468,916	–	–	468,916

Notes:

(a) Kevin Hayes was granted matching awards under this scheme prior to his appointment as a director.

Shares under option under the Man Group Sharesave Scheme

	Number of options
	Date of grant	1 April 2009	Granted during year	Exercised during year	31 March 2010	Option Price	Earliest exercise date	Latest exercise date
Peter Clarke	June 2009	–	4,653	–	4,653	195p	Aug 2012	Jan 2013
Kevin Hayes	June 2007	3,476	–	–	3,476	471p	Aug 2012	Jan 2013

Directors' interests in ordinary shares of Man Group plc

	Number of shares(a)
	31 March 2010(b)	31 March 2009
Executive directors
Peter Clarke(c)(d)(f)	4,709,245	4,630,815
Kevin Hayes(c)(e)(f)	663,738	217,958
Non-executive directors
Jon Aisbitt	1,631,250	1,631,250
Alison Carnwath	217,115	198,335
Phillip Colebatch	10,000	–
Dugald Eadie	360,000	320,000
Ruud Hendriks	93,796	–
Frederic Jolly	9,705	–
Patrick O'Sullivan	80,000	80,000
Former Directors
Glen Moreno(g)	10,000	10,000

Notes:

(a) All of the above interests are beneficial.

(b) There has been no change in the directors' interests in the ordinary shares of Man Group plc from 31 March 2010 to the date of this report.

(c) Peter Clarke and Kevin Hayes also hold the following leveraged equity linked warrants relating to ordinary shares of 3 3/7 US cents in Man Group plc:

(d) Peter Clarke: Number of shares to which the warrants relate: 1,128,722, Number of warrants purchased: 1,128,722, Price per warrant: 57.59p

(e) Kevin Hayes: Number of shares to which the warrants relate: 260,474, Number of warrants purchased: 260,474, Price per warrant: 57.59p

(f) Each warrant purchased will entitle the holder to the payment, at the end of three years, of an amount representing a proportion of the difference between the strike price of the warrant and the average share price of Man Group plc ordinary shares over the three year period from the date of issue.

(g) Interest as at 9 July 2009, the date Glen Moreno retired as a director.

The market price of the Company's shares at the end of the financial year was 241.50p. The highest and lowest daily closing share prices during the financial year were 371.20p and 214.90p respectively.

For and on behalf of the Board

Phillip Colebatch
Chairman, Remuneration Committee
27 May 2010