SEC Filing | Affiliated Managers Group, Inc.

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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------------------------- DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 21, 2001 ----------------- AFFILIATED MANAGERS GROUP, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) DELAWARE 001-13459 04-3218510 -------- --------- ---------- (STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER INCORPORATION) IDENTIFICATION NO.) 600 HALE STREET PRIDES CROSSING, MASSACHUSETTS 01965 ------------------------------ ----- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (617) 747-3300 -------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) N/A --- (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT)

ITEM 5. OTHER EVENTS. On December 21, 2001, the Company closed a public offering of 8,000,000 FELINE PRIDES. Previously, on December 5, 2001, Affiliated Managers Group, Inc. (the "Company") filed, pursuant to Rule 415 under the Securities Act of 1933, as amended, a registration statement on Form S-3 (File No. 333-74558), which was declared effective on December 10, 2001 (the "Registration Statement"). On December 18, 2001, the Company entered into an Underwriting Agreement with the underwriters named therein, relating to the offering and sale by the Company of up to 9,200,000 FELINE PRIDES (including an overallotment option for up to 1,200,000 FELINE PRIDES) under the Registration Statement. On December 20, 2001, the Company filed a Prospectus Supplement, dated December 18, 2001, which included the Prospectus dated December 10, 2001. The FELINE PRIDES initially consist of units referred to as Income PRIDES that include (i) a purchase contract under which the holder will purchase shares of the Company's common stock, $.01 par value per share, on November 17, 2004 and (ii) 6.0% senior notes due November 17, 2006. In connection with its offering of the FELINE PRIDES, the Company is filing certain exhibits as part of this Form 8-K. See "Item 7. Exhibits." ITEM 7. EXHIBITS. 1.1 Underwriting Agreement dated December 18, 2001 by and among Affiliated Managers Group, Inc., Merrill Lynch & Co., and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative of the several underwriters listed in Schedule A thereto. 4.1 Indenture, dated December 21, 2001, between Affiliated Managers Group, Inc. and First Union National Bank, as Trustee. 4.2 First Supplemental Indenture, dated December 21, 2001, between Affiliated Managers Group, Inc. and First Union National Bank, as Trustee. 4.3. Purchase Contract Agreement, dated December 21, 2001, between Affiliated Managers Group, Inc. and First Union National Bank, as Purchase Contract Agent. 4.4. Pledge Agreement, dated December 21, 2001, between Affiliated Managers Group, Inc. and First Union National Bank, as Collateral Agent, Custodial Agent, Purchase Contract Agent and Securities Intermediary. 4.5 Remarketing Agreement, dated December 21, 2001, by and among Affiliated Managers Group, Inc., First Union National Bank, as Purchase Contract Agent, and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated as Remarketing Agent and Reset Agent. 4.6. Form of Income Prides Certificate (included as Exhibit A to Exhibit 4.3). 4.7. Form of Growth Prides Certificate (included as Exhibit B to Exhibit 4.3). 4.8. Form of 6% Senior Note (included as part of Exhibit 4.2). 8.1. Opinion of Goodwin Procter LLP regarding certain tax matters. 2

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AFFILIATED MANAGERS GROUP, INC. Date: December 31, 2001 By: /s/ Darrell W. Crate ----------------------- ----------------------------------- Darrell W. Crate Executive Vice President and Chief Financial Officer 3

=============================================================================== EXHIBIT 1.1 AFFILIATED MANAGERS GROUP, INC. (a Delaware corporation) 8,000,000 FELINE PRIDESSM consisting of 8,000,000 Income PRIDESSM UNDERWRITING AGREEMENT Dated: December 18, 2001 ===============================================================================

TABLE OF CONTENTS PAGE Section 1. Representations and Warranties.................................................................3 (a) Representations and Warranties by the Company...................................................3 (1) Compliance with Registration Requirements.................................................3 (2) Incorporated Documents....................................................................4 (3) Independent Accountants...................................................................4 (4) Financial Statements......................................................................4 (5) No Material Adverse Change in Business....................................................4 (6) Good Standing of the Company..............................................................5 (7) Good Standing of Corporate Subsidiaries...................................................5 (8) Capitalization............................................................................6 (9) Authorization of the Indenture............................................................6 (10) Authorization of the Purchase Contract Agreement..........................................6 (11) Authorization of the Pledge Agreement.....................................................6 (12) Authorization of Senior Notes.............................................................6 (13) Authorization of Income PRIDES............................................................7 (14) Authorization of the Growth PRIDES........................................................7 (15) Authorization and Description of the Common Stock.........................................7 (16) Authorization of this Agreement and the Remarketing Agreement.............................7 (17) Descriptions of the Securities and the Indenture..........................................7 (18) Descriptions of the Operative Agreement...................................................7 (19) Absence of Defaults and Conflicts.........................................................7 (20) Absence of Labor Dispute..................................................................8 (21) Absence of Proceedings....................................................................8 (22) Accuracy of Exhibits......................................................................8 (23) Possession of Intellectual Property.......................................................8 (24) Absence of Further Requirements...........................................................9 (25) Possession of Licenses and Permits........................................................9 (26) Title to Property.........................................................................9 (27) Investment Company Act....................................................................10 (28) Environmental Laws........................................................................10 (29) Adviser Activities and Broker-Dealer Business.............................................10 (30) Compliance with Laws......................................................................11 (31) Registration of Funds.....................................................................11 (32) Agreements................................................................................12 (b) Officers'Certificates...........................................................................12 Section 2. Sale and Delivery to Underwriters; Closing.....................................................13 (a) Initial Securities..............................................................................13 (b) Option Securities...............................................................................13 (c) Pledge of Securities............................................................................13 iv

PAGE (d) Payment.........................................................................................13 (e) Denominations; Registration.....................................................................14 Section 3. Covenants of the Company.......................................................................14 (a) Compliance with Securities Regulations and Commission Requests..................................14 (b) Filing of Amendments............................................................................14 (c) Delivery of Registration Statements.............................................................15 (d) Delivery of Prospectuses........................................................................15 (e) Continued Compliance with Securities Laws.......................................................15 (f) Blue Sky Qualifications.........................................................................15 (g) Use of Proceeds.................................................................................16 (h) Restriction on Sale of Common Stock.............................................................16 (i) Reporting Requirements..........................................................................16 (j) Reasonable Inquiries; Information...............................................................16 (k) Reserve of Common Stock.........................................................................16 Section 4. Payment of Expenses............................................................................17 (a) Expenses........................................................................................17 (b) Termination of Agreement........................................................................17 Section 5. Conditions of Underwriters' Obligations........................................................17 (a) Effectiveness of Registration Statement.........................................................17 (b) Opinions of Counsel for the Company.............................................................17 (c) Opinion of Counsel for Purchase Contract Agent..................................................18 (d) Opinion of Counsel for Underwriters.............................................................18 (e) Officers' Certificate...........................................................................18 (f) Accountant's Comfort Letters....................................................................18 (g) Ratings.........................................................................................18 (h) Lock-up Agreements..............................................................................19 (i) Conditions to Purchase of Option Securities.....................................................19 (j) Additional Documents............................................................................20 (k) Termination of Agreement........................................................................20 Section 6. Indemnification................................................................................20 (a) Indemnification of Underwriters.................................................................20 (b) Indemnification of the Company, Directors and Officers..........................................21 (c) Actions against Parties; Notification...........................................................21 (d) Settlement without Consent if Failure to Reimburse..............................................22 Section 7. Contribution...................................................................................22 Section 8. Termination....................................................................................23 v

PAGE (a) Underwriting Agreement..........................................................................23 (b) Liabilities.....................................................................................24 Section 9. Default by One or More of the Underwriters.....................................................24 Section 10. Notices........................................................................................24 Section 11. Parties........................................................................................24 Section 12. GOVERNING LAW AND TIME.........................................................................25 Section 13. Effect of Headings.............................................................................25 SCHEDULE A SCHEDULE B SCHEDULE C EXHIBIT A Form of Opinion of Goodwin Procter LLP, the counsel to the Company, to be delivered pursuant to Section 5(b) EXHIBIT B Form of Opinion of Emmet, Marvin & Martin, LLP, the counsel to the Purchase Contract Agent, to be delivered pursuant to Section 5(c) vi

AFFILIATED MANAGERS GROUP, INC. (a Delaware corporation) 8,000,000 FELINE PRIDES consisting of 8,000,000 Income PRIDES UNDERWRITING AGREEMENT December 18, 2001 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED c/o Merrill Lynch & Co., Merrill Lynch Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080 Ladies and Gentlemen: Affiliated Managers Group, Inc., a Delaware corporation (the "Company"), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, acting as representative (the "Representative" or "Merrill Lynch") of the several underwriters listed in Schedule A hereto (the "Underwriters"), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 8,000,000 FELINE PRIDESSM or the "Initial Securities", which will initially consist of units (referred to as "Income PRIDESSM") with a Stated Amount of $25, comprised of (a) a stock purchase contract (the "Purchase Contract") under which the holder will purchase from the Company on November 17, 2004 a number of shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") equal to the Settlement Rate as set forth in the Purchase Contract Agreement (as defined below), and (b) $25 principal amount of the Company's 6% Senior Notes due November 17, 2006 (a "Senior Note") issued pursuant to the Indenture, dated as of December 21, 2001 (the "Indenture"), between the Company and First Union National Bank, as trustee (the "Trustee"), and with respect to the grant by the Company to the Underwriters of an option to purchase up to an additional 1,200,000 FELINE PRIDES (the "Option Securities" and, together with the Initial Securities, being referred to herein as the "Securities"). The Senior Notes that will initially constitute a component of the Securities are hereinafter referred to as the "Underlying Notes"). In accordance with the terms of the Purchase Contract Agreement, to be dated as of December 21, 2001, between the Company and First Union National Bank, as purchase contract agent (the "Purchase Contract Agent"), the Underlying Notes will be pledged by the Purchase Contract Agent, on behalf of the holders of the Securities, to First Union

National Bank, as collateral agent (the "Collateral Agent"), pursuant to the Pledge Agreement, to be dated as of December 21, 2001 (the "Pledge Agreement"), among the Company, the Purchase Contract Agent and the Collateral Agent, to secure such holders' obligation to purchase Common Stock under the Purchase Contracts. Under the terms of the Purchase Contract Agreement and Pledge Agreement, holders of Income PRIDES are permitted to substitute certain treasury securities ("Treasury Securities") for the Senior Notes as collateral in order to create "Growth PRIDESSM" ("Growth PRIDES"). Growth PRIDES will consist of a unit with a Stated Amount of $25 comprised of (a) a Purchase Contract and (b) a 1/40th undivided beneficial interest in a zero-coupon U.S. Treasury Security maturing on November 17, 2004. The rights and obligations of (i) a holder of Income PRIDES in respect of Senior Notes, subject to the pledge thereof, and Purchase Contracts, (ii) a holder of Growth PRIDES in respect of a beneficial interest in the Treasury Securities, subject to the pledge thereof, and Purchase Contracts, and (iii) a holder of separately trading Senior Notes resulting from the creation of Growth PRIDES will, in each case, be evidenced by Security Certificates. Pursuant to a remarketing agreement (the "Remarketing Agreement") to be dated as of December 21, 2001, among the Company, the Purchase Contract Agent and a nationally recognized investment banking firm chosen by the Company, the Senior Notes may be remarketed, subject to certain terms and conditions. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-74558), for the registration of the Securities and certain other securities described therein under the Securities Act of 1933, as amended (the "1933 Act"), and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"). Such registration statement has been declared effective by the Commission and the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). Such registration statement, in the form in which it became effective, is referred to herein as the "Registration Statement"; and the final prospectus and the final prospectus supplement relating to the offering of the Securities, in the form first furnished to the Underwriters by the Company for use in connection with the offering of the Securities, are collectively referred to herein as the "Prospectus"; provided, however, that all references to the "Registration Statement" and the "Prospectus" shall also be deemed to include all documents incorporated therein by reference pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), prior to the time the applicable final prospectus and the final prospectus supplement were first furnished to the Underwriters by the Company; provided, further, that if the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations (the "Rule 462(b) Registration Statement"), then, after such filing, all references to "Registration Statement" shall also be deemed to include the Rule 462(b) Registration Statement. For purposes of this Agreement, all references to the Registration Statement, Prospectus or to any amendment or supplement to any of the foregoing shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" (or other references of like import) in the Registration Statement or Prospectus shall be deemed to mean and include all such financial 2

statements and schedules and other information which is incorporated by reference in the Registration Statement or Prospectus, prior to the execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or Prospectus shall be deemed to mean and include the filing of any document under the 1934 Act which is incorporated by reference in the Registration Statement or Prospectus, after the execution of this Agreement. The Remarketing Agreement, the Purchase Contract Agreement, the Pledge Agreement and this Agreement are referred to collectively as the "Operative Agreements." The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered. Section 1. Representations and Warranties. (a) REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company represents and warrants to the Underwriters as of the date hereof, as of the Closing Time and, if applicable, as of each Date of Delivery (as defined below) (in each case, a "Representation Date"), as follows: (1) COMPLIANCE WITH REGISTRATION REQUIREMENTS. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement (including any Rule 462(b) Registration Statement) has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement (or such Rule 462(b) Registration Statement) has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement (or any document incorporated therein by reference pursuant to the 1934 Act) has been complied with. At the respective times the Registration Statement (including any Rule 462(b) Registration Statement) and any post-effective amendments thereto became effective and at each Representation Date, the Registration Statement (including any Rule 462(b) Registration Statement) and any amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, at the Closing Time and at each Date of Delivery, if any, neither the Prospectus nor any amendments and supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto) or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter expressly for use in the Registration 3

Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto). Each prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Prospectus delivered to the Underwriters for use in connection with the offering of the Securities will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (2) INCORPORATED DOCUMENTS. The documents incorporated by reference in the Registration Statement and the Prospectus (the "Incorporated Documents"), at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder (the "1934 Act Regulations"), and, when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (3) INDEPENDENT ACCOUNTANTS. The accountants who certified the financial statements and supporting schedules included in the Registration Statement and the Prospectus are independent public accountants as required by the 1933 Act and the 1933 Act Regulations. (4) FINANCIAL STATEMENTS. The financial statements included in or incorporated into the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders' equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved, except as stated therein. The supporting schedules incorporated by reference in the Registration Statement and the Prospectus present fairly in accordance with GAAP the information required to be stated in the Incorporated Documents. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent in all material respects with that of the audited financial statements included in or incorporated by reference in the Registration Statement and the Prospectus. (5) NO MATERIAL ADVERSE CHANGE IN BUSINESS. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change or prospective material adverse change in the business, management, financial position, stockholders equity or results of operations of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a "Material Adverse 4

Effect"), and (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. (6) GOOD STANDING OF THE COMPANY. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under, or as contemplated by, this Agreement and the Operative Agreements. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (7) GOOD STANDING OF SUBSIDIARIES. Each subsidiary of the Company has been duly organized or formed and is validly existing as a corporation, limited partnership, limited liability company, Massachusetts business trust or general partnership, as the case may be, under the laws of its jurisdiction of organization and is in good standing under the laws of its jurisdiction of organization, has power (corporate or otherwise) and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus or in the Incorporated Documents and is duly qualified as a foreign corporation, limited partnership, limited liability company, Massachusetts business trust or general partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Prospectus or in the Incorporated Documents, all of the issued shares of capital stock of each subsidiary of the Company which is a corporation, have been duly authorized and validly issued, and are fully paid and non-assessable, and (except for directors' qualifying shares and as described generally in the Prospectus and in the Incorporated Documents) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, in each case with such exceptions, individually or in the aggregate, as would not have a Material Adverse Effect. The partnership interests, membership interests and shares of beneficial interest of each subsidiary of the Company which is a partnership, limited liability company or Massachusetts business trust have been validly issued in accordance with applicable law and the partnership agreement, limited liability agreement or declaration of trust, as applicable, of such subsidiary, and (except as described generally in the Prospectus or in the Incorporated Documents) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except, in the case of each subsidiary of the Company, for liens, encumbrances, equities or claims which individually or in the aggregate would not be material to the Company's ownership of such subsidiary or to the Company's exercise of its rights with respect to such subsidiary; and none of the outstanding shares of capital stock, partnership interests, membership interests or shares 5

of beneficial interests, as the case may be, of any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary. (8) CAPITALIZATION. The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the Prospectus in the column entitled "Actual" under the caption "Capitalization" (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the Prospectus or in the Incorporated Documents or pursuant to the exercise of convertible securities or options referred to in the Prospectus or in the Incorporated Documents). The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company. (9) AUTHORIZATION OF THE INDENTURE. The Indenture has been duly authorized by the Company and, when duly executed and delivered by the Company and the Trustee, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles. (10) AUTHORIZATION OF THE PURCHASE CONTRACT AGREEMENT. The Purchase Contract Agreement has been duly authorized by the Company and, when duly executed and delivered by the Company and assuming due authorization, execution and delivery of the Purchase Contract Agreement by the Purchase Contract Agent, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles. (11) AUTHORIZATION OF THE PLEDGE AGREEMENT. The Pledge Agreement has been duly authorized by the Company and, when duly executed and delivered by the Company and assuming due authorization, execution and delivery of the Pledge Agreement by the Collateral Agent and the Purchase Contract Agent, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles. (12) AUTHORIZATION OF THE SENIOR NOTES. The Senior Notes have been duly authorized and, at the Closing Time, will have been duly executed by the Company and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles. 6

(13) AUTHORIZATION OF THE INCOME PRIDES. The Income PRIDES have been duly authorized and, at the Closing Time, will have been duly executed by the Company and, when issued and delivered against the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles. The issuance of the Income PRIDES is not subject to preemptive or other similar rights. (14) AUTHORIZATION OF THE GROWTH PRIDES. The Growth PRIDES have been duly authorized and, when duly executed by the Company, issued and delivered against the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles. (15) AUTHORIZATION AND DESCRIPTION OF COMMON STOCK. The Common Stock conforms to all statements relating thereto incorporated by reference in the Prospectus, and such description conforms in all material respects to the rights set forth in the instruments defining the same. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible at the option of the holder thereof for shares of Common Stock in accordance with the terms of the Securities and the Indenture; the shares of Common Stock issuable upon conversion of the Securities have been duly authorized and reserved for issuance upon such conversion by all necessary corporate action and such shares, when issued upon such conversion, will be validly issued and will be fully paid and non-assessable; and the issuance of such shares upon such conversion will not be subject to the preemptive or other similar rights of any securityholder of the Company. (16) AUTHORIZATION OF THIS AGREEMENT AND THE REMARKETING AGREEMENT. This Agreement and Remarketing Agreement have been duly authorized, and this Agreement has been duly executed and delivered by the Company. (17) DESCRIPTIONS OF THE SECURITIES AND THE INDENTURE. The description of the Securities and the Indenture set forth in the Prospectus is correct in all material respects. (18) DESCRIPTIONS OF THE OPERATIVE AGREEMENTS. The descriptions of the Operative Agreements, set forth in the Prospectus are correct in all material respects. (19) ABSENCE OF DEFAULTS AND CONFLICTS. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or other constituting or organizational document or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any subsidiary is subject 7

(collectively, "Agreements and Instruments") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture, the Securities and each of the Operative Agreements and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption "Use of Proceeds" and the issuance of the shares of Common Stock issuable upon conversion of the Securities) and compliance by the Company with its obligations hereunder, and under the Indenture, the Securities and each of the Operative Agreements, have been duly authorized by all necessary corporate action and do not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by-laws or other constituting or organizational instrument as in effect on the date hereof of the Company or any subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations, except for any such violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of law which would not result in a Material Adverse Effect. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary. (20) ABSENCE OF LABOR DISPUTE. No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent. (21) ABSENCE OF PROCEEDINGS. Except as disclosed in the Registration Statement and the Prospectus or in the Incorporated Documents, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any subsidiary, which, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder. (22) ACCURACY OF EXHIBITS. All of the descriptions of contracts or other documents contained or incorporated by reference in the Registration Statement and the Prospectus are accurate and complete descriptions in all material respects of such contracts or other documents. (23) POSSESSION OF INTELLECTUAL PROPERTY. The Company and its subsidiaries own or possess the intellectual property necessary to carry on the business now operated 8

by them, and neither the Company nor, to the best of the Company's knowledge, any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any such intellectual property or of any facts or circumstances which would render any such intellectual property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect. (24) ABSENCE OF FURTHER REQUIREMENTS. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder or under the Indenture or for the entry into the Purchase Contracts underlying the Income PRIDES, in connection with the offering, issuance or sale of the Securities hereunder, the issuance of shares of Common Stock upon conversion of Securities or the consummation of the transactions contemplated by this Agreement, or for the due execution, delivery or performance of the Agreement, the Indenture or the Operative Agreements, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws. (25) POSSESSION OF LICENSES AND PERMITS. The Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, "Governmental Licenses") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them; the Company and its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except in any such case where the failure to so possess or to comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. (26) TITLE TO PROPERTY. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Prospectus or (b) would not, singly or in the aggregate, result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Prospectus or in the Incorporated Documents, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or 9

such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease. (27) INVESTMENT COMPANY ACT. Neither the Company nor any of its subsidiaries are, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act"). (28) ENVIRONMENTAL LAWS. Except as described in the Prospectus or in the Incorporated Documents and except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, "Hazardous Materials") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, "Environmental Laws"), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or, to the best knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries, and (D) to the best knowledge of the Company, there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or the violation of any Environmental Laws. (29) ADVISER ACTIVITIES AND BROKER-DEALER BUSINESS. The Company is not required to register as an "investment adviser" or as a "broker-dealer" within the Investment Advisers Act of 1940, as amended (the "Advisers Act") or the 1934 Act, respectively, and the rules and regulations of the Commission promulgated thereunder. The Company is not required to be registered, licensed or qualified as an investment adviser or broker-dealer under the laws requiring any such registration, licensing or qualification in any jurisdiction in which it or its subsidiaries conduct business. Each of the subsidiaries has been duly registered as an investment adviser under the Advisers Act, and has been duly registered as a broker-dealer under the 1934 Act, and each such registration is in full force and effect, in each case to the extent such registration is required and with such exceptions as would not reasonably be expected to have a Material Adverse Effect. Each of the subsidiaries is duly registered, licensed or 10

qualified as an investment adviser and broker-dealer under state and local laws where such registration, licensing or qualification is required by such laws and is in compliance with all such laws requiring any such registration, licensing or qualification, in each case with such exceptions, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect. (30) COMPLIANCE WITH LAWS. Each of the subsidiaries which is required to be registered as an investment adviser or broker-dealer is and has been in compliance with all applicable laws and governmental rules and regulations, as may be applicable to its investment advisory or broker-dealer business, except to the extent that such non-compliance would not reasonably be expected to result in a Material Adverse Effect and none of such subsidiaries is prohibited by any provision of the Advisers Act or the 1940 Act from acting as an investment adviser. Each subsidiary of the Company which is required to be registered as a broker-dealer is a member in good standing of the National Association of Securities Dealers, Inc. No subsidiary which is required to be registered as an investment adviser or broker-dealer is in default with respect to any judgment, order, writ, injunction, decree, demand or assessment issued by any court or any foreign, federal, state, municipal or other governmental agency, board, commission, bureau, instrumentality or department, domestic or foreign, or by any self-regulatory authority relating to any aspect of its investment advisory or broker-dealer business, which would need to be disclosed pursuant to Rule 206(4)-4(b) under the Advisers Act, or which is reasonably likely to give rise to an affirmative answer to any of the questions in Item 11, Part 1 of the Form ADV of such registered investment adviser or which is reasonably likely to give rise to an affirmative answer to any of the questions in Item 7 of the Form BD of such broker-dealer. (31) REGISTRATION OF FUNDS. Each mutual fund (the "Mutual Funds") has been since inception, is currently and will be immediately after consummation of the transactions contemplated herein, a duly registered investment company in compliance with the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the rules and regulations promulgated thereunder and duly registered or licensed, except where any failure to be duly registered, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. Since their initial offering, shares of each of the Mutual Funds have been duly qualified for sale under the securities laws of each jurisdiction in which they have been sold or offered for sale at such time or times during which such qualification was required, and, if not so qualified, the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The offering and sale of shares of each of the Mutual Funds have been registered under the 1933 Act during such period or periods for which such registration is required; the related registration statement has become effective under the 1933 Act; no stop order suspending the effectiveness of any such registration statement has been issued and no proceedings for that purpose have been instituted or, to the best knowledge of the Company, are contemplated. The registration statement of each Mutual Fund, together with the amendments and supplements thereto, under the Investment Company Act and the 1933 Act has, at all times when such registration statement was effective, complied in all material respects with the requirements of the Investment Company Act and the Securities Act then in effect and neither such registration statement nor any amendments 11

or supplements thereto contained, at the time and in light of the circumstances in which they were made, an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, at the time and in the light of the circumstances under which they were made, not misleading. All shares of each of the Mutual Funds were sold pursuant to an effective registration statement, or pursuant to a valid exemption from registration, and have been duly authorized and are validly issued, fully paid and non-assessable. Each of the Mutual Funds' investments has been made in accordance with its investment policies and restrictions set forth in its registration statement in effect at the time the investments were made and have been held in accordance with its respective investment policies and restrictions, to the extent applicable and in effect at the time such investments were held, except to the extent any failure to comply with such policies and restrictions, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. (32) AGREEMENTS. The Company is not party to any investment advisory agreement or distribution agreement and is not serving or acting as an investment adviser to any person. Each of the investment advisory agreements to which any of the subsidiaries is a party is a legal and valid obligation of such subsidiary and complies with the applicable requirements of the Advisers Act and the rules and regulations of the Commission thereunder. Each of the investment advisory agreements and distribution agreements between a subsidiary and a Mutual Fund is a legal and valid obligation of such subsidiary and complies with the applicable requirements of the Investment Company Act, and in the case of such distribution agreements, with the applicable requirements of the 1934 Act, except where the failure to so comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No investment advisory agreement or distribution agreement to which any of the subsidiaries is a party that was either in effect on January 1, 2001 or entered into by a subsidiary since January 1, 2001 has been terminated or expired, except where any such termination or expiration would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of such subsidiaries is in breach or violation of or in default under any such investment advisory agreement or distribution agreement, with such exceptions individually or in the aggregate as would not reasonably be expected to have a Material Adverse Effect. No subsidiary is serving or acting as an investment adviser to any person except pursuant to an agreement to which such subsidiary is a party and which is in full force and effect, other than any agreement the non-existence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The consummation of the transaction contemplated herein will not constitute an "assignment" as such term is defined in the Advisers Act and the 1934 Act. (B) OFFICERS' CERTIFICATES. Any certificate signed by any officer of the Company delivered to the Underwriters or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. 12

Section 2. SALE AND DELIVERY TO UNDERWRITERS; CLOSING. (a) INITIAL SECURITIES. On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per security set forth in Schedule B, the number of Initial Securities set forth in Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) OPTION SECURITIES. In addition, on the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase at their election up to an additional 1,200,000 FELINE PRIDES, consisting solely of Income PRIDES, at the price per Security set forth in Schedule B. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Underwriters, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. (c) PLEDGE OF SECURITIES. The Underlying Notes will be pledged with the Collateral Agent to secure the obligations of holders of the Income PRIDES to purchase Common Stock under the Purchase Contracts. Such pledge shall be effected by the transfer to the Collateral Agent of the Underlying Notes at the Closing Time and appropriate Date of Delivery, if any, in accordance with the Pledge Agreement. (d) PAYMENT. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Sidley Austin Brown & Wood LLP, 875 Third Avenue, New York, New York 10022, or at such other place as shall be agreed upon by the Underwriters and the Company, at 10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Underwriters and the Company, on each Date of Delivery as specified in the notice from the Underwriters to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Underwriters for the 13

respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has severally agreed to purchase. Merrill Lynch, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. (e) DENOMINATIONS; REGISTRATION. The Securities and certificates for the Initial Securities and Option Securities, if any, shall be in such denominations ($25 or integral multiples thereof) and registered in such names as the Underwriters may request in writing at least one full business day prior to the Closing Time or the relevant Date of Delivery, as the case may be. The certificates for the Initial Securities and Option Securities, if any, will be made available for examination and packaging by the Underwriters in The City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Time or the relevant Date of Delivery, as the case may be. Section 3. COVENANTS OF THE COMPANY. The Company covenants with each Underwriter as follows: (a) COMPLIANCE WITH SECURITIES REGULATIONS AND COMMISSION REQUESTS. The Company, subject to Section 3(b), will notify the Underwriters immediately, and confirm the notice in writing, of (i) the effectiveness of any post-effective amendment to the Registration Statement or the filing of any supplement or amendment to the Prospectus, (ii) the receipt of any comments from the Commission, (iii) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening (known by the Company) of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 424 and will take such steps as they deem necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, they will promptly file the Prospectus. The Company will make every commercially reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) FILING OF AMENDMENTS. The Company will give the Underwriters notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b) of the 1933 Act Regulations) or any amendment, supplement or revision to either the prospectus included in the Registration Statement at the time it became effective or to the Prospectus will furnish the Underwriters with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will give the Underwriters a reasonable opportunity to comment on any such document prior to such proposed filing or use, as the case may be. 14

(c) DELIVERY OF REGISTRATION STATEMENTS. The Company has furnished or will deliver to the Underwriters and counsel for the Underwriters, without charge, signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) and signed copies of all consents and certificates of experts, and will also deliver to the Underwriters, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the Underwriters. The Registration Statement and each amendment thereto furnished to the Underwriters will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (d) DELIVERY OF PROSPECTUSES. The Company will furnish to each Underwriter, without charge, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of the Prospectus as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (e) CONTINUED COMPLIANCE WITH SECURITIES LAWS. The Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement and the Prospectus. The Underwriters will notify promptly the Company in writing of the completion of the distribution of the Securities. If at any time, prior to delivery of notice by the Underwriters to the Company of the completion of the distribution of the Securities, when the Prospectus is required by the 1933 Act or the 1934 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of the Company and its counsel or the opinion of counsel for the Underwriters, to amend the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company promptly will prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriters, without charge, such number of copies of such amendment or supplement as the Underwriters may reasonably request. (f) BLUE SKY QUALIFICATIONS. The Company will use its reasonable efforts, in cooperation with the Underwriters, to qualify the Securities and the shares of Common Stock issuable upon conversion of Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Underwriters may designate; provided, however, that the Company shall not be obligated to file any general consent to service 15

of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities or such shares of Common Stock issuable upon conversion of the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for so long as may be required in connection with the distribution of the Securities. (g) USE OF PROCEEDS. The Company will use the net proceeds received by it from the sale of the Securities in the manner indicated in the Prospectus under "Use of Proceeds." (h) RESTRICTION ON SALE OF COMMON STOCK. During a period of 60 days after the date of the Prospectus, the Company will not, without the prior written consent of the Representative, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, lend or otherwise dispose of or transfer any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company pursuant to existing options, employee benefit agreements or incentive stock or director stock unit plans or (C) any shares of Common Stock or such other securities issued as consideration for investments in or acquisition of entities involved in the Adviser Activities or other financial services related businesses made by the Company or any subsidiary of the Company. (i) REPORTING REQUIREMENTS. The Company, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. (j) REASONABLE INQUIRIES; INFORMATION. In connection with the original distribution of the Securities, the Company agrees that, prior to any offer or resale of the Securities by the Underwriters, the Underwriters and counsel for the Underwriters shall have the right to make reasonable inquiries into the business of the Company and its subsidiaries. (k) RESERVE OF COMMON STOCK. The Company will reserve and keep available at all times, free of preemptive or other similar rights and liens and adverse claims, sufficient Common Stock to satisfy any obligations to issue Common Stock upon settlement of the Purchase Contracts and shall make all reasonable efforts to have an effective registration statement available with respect to the Common Stock to be issued pursuant to terms of the Purchase Contract Agreement if such registration statement is required. 16

Section 4. PAYMENT OF EXPENSES. (a) EXPENSES. The Company will pay all expenses incident to the performance of its obligations under this Agreement, the Purchase Contract Agreement and the Pledge Agreement including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the printing and delivery to the Underwriters of this Agreement, the other Operative Agreements, and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the Securities and any certificates for the Securities, to the Underwriters, (iv) the fees and disbursements of the Company's counsel, accountants and other advisors or agents (including transfer agents and registrars), as well as the fees and disbursements of the Purchase Contract Agent, the Collateral Agent, any depositary and their respective counsel, (v) the qualification of the Securities under state securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation, printing and delivery of the Blue Sky Survey, (vi) the printing and delivery to the Underwriters of copies of the Prospectus and any amendments or supplements thereto, (vii) the fees charged by nationally recognized statistical rating organizations for the rating of the Securities, if applicable, and (viii) any fees of the National Association of Securities Dealers, Inc. (b) TERMINATION OF AGREEMENT. If this Agreement is terminated by the Underwriters in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters. Section 5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligations of the Underwriters to purchase and pay for the Securities pursuant to this Agreement are subject to the accuracy of the representations and warranties of the Company contained in Section 1 hereof or in certificates of any officer of the Company delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions: (a) EFFECTIVENESS OF REGISTRATION STATEMENT. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceedings for that purpose shall have been instituted or be pending or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A prospectus containing information relating to the description of the Securities, the specific method of distribution of the Securities and similar matters shall have been filed with the Commission in accordance with Rule 424(b)(1), (2), (3), (4) or (5), as applicable. (b) OPINION OF COUNSEL FOR THE COMPANY. At Closing Time, the Underwriters shall have received the favorable opinion, dated as of Closing Time, of Goodwin Procter LLP, counsel for the Company, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Exhibit A hereto. In giving such opinion such counsel 17

may rely, as to all matters governed by the laws of jurisdictions other than the law of the Commonwealth of Massachusetts, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of the officers of the Company and certificates of public officials. (c) OPINION OF COUNSEL FOR PURCHASE CONTRACT AGENT. At Closing Time, the Underwriters shall have received the favorable opinion, dated as of Closing Time, of Emmet, Marvin & Martin, LLP, counsel to the Purchase Contract Agent, in form and substance satisfactory to counsel for the Underwriters, to the effect set forth in Exhibit B hereto. (d) OPINION OF COUNSEL FOR UNDERWRITERS. At the Closing Time, the Underwriters shall have received the favorable opinion, satisfactory to the Underwriters, dated as of Closing Time, of Sidley Austin Brown & Wood LLP, counsel for the Underwriters. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and certificates of public officials. (e) OFFICERS' CERTIFICATE. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus, any material adverse change or prospective material adverse change in the business, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Underwriters shall have received a certificate of the President or an Executive Vice President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) the Company has complied with all of the agreements entered into in connection with the transaction contemplated herein and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted, are pending or, to the best of such officers' knowledge, are threatened by the Commission. (f) ACCOUNTANT'S COMFORT LETTER. At Closing Time, the Underwriters shall have received from PricewaterhouseCoopers LLP a letter dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in the Prospectus. (g) RATINGS. At the Closing Time, the Securities shall be rated at least BBB- by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. and the Company shall have delivered to the Underwriters a letter dated the Closing Time, from such 18

rating agency, or other evidence satisfactory to the Underwriters, confirming that the Securities have such rating; and since the date of this Agreement, there shall not have occurred a downgrading in the rating assigned to the Securities or any of the Company's other debt securities by any "nationally recognized statistical rating agency," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act, and no such organization shall have publicly announced that it has under surveillance or review its rating of the Securities or any of the Company's other debt securities. (h) LOCK-UP AGREEMENTS. At the date of this Agreement, the Underwriters shall have received an agreement substantially in the form of Exhibit A to Schedule C hereto signed by the persons listed on Schedule C hereto. (i) CONDITIONS TO PURCHASE OF OPTION SECURITIES. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Underwriters shall have received: (1) OFFICERS' CERTIFICATE. A certificate, dated such Date of Delivery, of the President or an Executive Vice President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery. (2) OPINION OF COUNSEL FOR COMPANY. The favorable opinion of Goodwin Procter LLP, counsel for the Company, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof. (3) OPINION OF COUNSEL FOR PURCHASE CONTRACT AGENT. The favorable opinion of Emmet, Marvin & Martin LLP, counsel to the Purchase Contract Agent, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) OPINION OF COUNSEL FOR UNDERWRITERS. The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof. (5) BRING-DOWN COMFORT LETTER. A letter from PricewaterhouseCoopers LLP, dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof, except that the "specified date" in the letter furnished pursuant to this paragraph shall be a date not more than five days prior to such Date of Delivery. (6) NO DOWNGRADING. Subsequent to the date of this Agreement, no downgrading shall have occurred in the rating accorded the Securities or of any of the Company's other 19

securities by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act, and no such organization shall have publicly announced that it has under surveillance or review its ratings of any of the Company's securities. (j) ADDITIONAL DOCUMENTS. At Closing Time and at each Date of Delivery, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory in form and substance in the reasonable judgment of the Underwriters and counsel for the Underwriters. (k) TERMINATION OF AGREEMENT. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement, or, in the case of any condition to the purchase of Option Securities, on a Date of Delivery which is after the Closing Time, the obligations of the Underwriters to purchase the relevant Option Securities, may be terminated by the Underwriters by notice to the Company at any time at or prior to Closing Time or such Date of Delivery, as the case may be, and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 6 and 7 shall survive any such termination and remain in full force and effect. Section 6. INDEMNIFICATION. (a) INDEMNIFICATION OF UNDERWRITERS. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (i), (ii) and (iii) below. (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, resulting from any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Representative), reasonably 20

incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriters expressly for use in the Registration Statement or Prospectus (or any amendment or supplement thereto). (b) INDEMNIFICATION OF COMPANY, DIRECTORS AND OFFICERS. Each Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter expressly for use in the Prospectus (or any amendment or supplement thereto). (c) ACTIONS AGAINST PARTIES; NOTIFICATION. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. 21

(d) SETTLEMENT WITHOUT CONSENT IF FAILURE TO REIMBURSE. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, an indemnifying party shall not be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its consent if such indemnifying party (i) reimburses such indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. Section 7. CONTRIBUTION. If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the total purchase discount received by the Underwriters, in each case as set forth in the Prospectus, bear to the aggregate initial public offering price of the Securities as set forth on such cover. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other 22

method of allocation which does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters' respective obligations to contribute pursuant to this Section 7 are several in proportion to the principal amount of Initial Securities set forth opposite their respective names in Schedule A hereto, and not joint. Section 8. TERMINATION. (a) UNDERWRITING AGREEMENT. The Underwriters may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement or amendment), any Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriters, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange or if trading generally on the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either federal or New York authorities. 23

(b) LIABILITIES. If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 6 and 7 shall survive such termination and remain in full force and effect. Section 9. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS. If one or more of the Underwriters shall fail at the Closing Time or the relevant Date of Delivery, as the case may be, to purchase the Securities which it or they are obligated to purchase under this Agreement (the "Defaulted Securities"), then the Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Underwriters shall not have completed such arrangements within such 24-hour period, then: (a) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations under this Agreement bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date pursuant to this Agreement, this Agreement (or, with respect to the Underwriters' exercise of the over-allotment option for the purchase of Option Securities on a Date of Delivery after the Closing Time, the obligations of the Underwriters to purchase such Option Securities on such Date of Delivery) shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in (i) a termination of this Agreement or (ii) in the case of a Date of Delivery after the Closing Time, a termination of the obligations of the Underwriters and the Company with respect to the related Option Securities, as the case may be, either the Underwriters or the Company shall have the right to postpone the Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. Section 10. NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Underwriters c/o Merrill Lynch at 4 World Financial Center, New York, New York 10080, attention of Paul A. Pepe, Managing Director; and notices to the Company shall be directed to it at 600 Hale Street, Prides Crossing, MA 01965, attention of Treasurer. Section 11. PARTIES. This Agreement shall inure to the benefit of and be binding upon each of the Underwriters, the Company and their respective successors. Nothing expressed or 24

mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters and the Company and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters and the Company and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase. Section 12. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. Section 13. EFFECT OF HEADINGS. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 25

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. Very truly yours, AFFILIATED MANAGERS GROUP, INC. By: /S/ DARRELL W. CRATE ------------------------------------ Name: Darrell W. Crate Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED GOLDMAN, SACHS & CO. MORGAN STANLEY & CO. INCORPORATED By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ JAY C. HORGEN ------------------------------- Name: Jay C. Horgen Title: Vice President For itself and as Representative for the Underwriters

SCHEDULE A Number of Initial Underwriter Securities ----------- ---------- Merrill Lynch, Pierce, Fenner & Smith Incorporated................................. 4,000,000 Goldman, Sachs & Co......................................... 2,000,000 Morgan Stanley & Co. Incorporated........................... 2,000,000 Total........................................ 8,000,000 ========= Sch-A-1

SCHEDULE B AFFILIATED MANAGERS GROUP, INC. (a Delaware corporation) 8,000,000 FELINE PRIDES (Stated Amount of $25 per FELINE PRIDES), consisting of 8,000,000 Income PRIDES each consisting of a Purchase Contract of Affiliated Managers Group, Inc. requiring the purchase on November 17, 2004 (or earlier) of Common Stock of Affiliated Managers Group, Inc. and an 6% Senior Notes due 2006 of Affiliated Managers Group, Inc. 1. The initial public offering price per Security, determined as provided in said Section 2, shall be $25 per Security. 2. The price per Security to be paid by the Underwriter shall be $24.25, being an amount equal to the offering price set forth above less $.75 per Security. Sch-B-1

SCHEDULE C List of persons and entities subject to lock-up William J. Nutt........................................Chairman and Chief Executive Officer Sean M. Healey........................................President and Chief Operating Officer Seth W. Brennan...................................Executive Vice President, New Investments Darrell W. Crate............Executive Vice President, Chief Financial Officer and Treasurer Nathaniel Dalton....................Executive Vice President, General Counsel and Secretary Richard E. Floor...................................................................Director Stephen J. Lockwood................................................................Director Harold J. Meyerman.................................................................Director Dr. Rita M. Rodriguez..............................................................Director William F. Weld....................................................................Director Sch-C-2 Exhibit A to Schedule C [FORM OF LOCK-UP PURSUANT TO SECTION 5(H)] December , 2001 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 Word Financial Center New York, New York 10080 Re:Proposed Offering of FELINE PRIDES by AFFILIATED MANGERS GROUP, INC. Dear Sirs: The undersigned, a stockholder [and an officer and/or director] of Affiliated Managers Group, Inc., a Delaware corporation (the "Company"), understands that Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") proposes to enter into an Underwriting Agreement (the "Underwriting Agreement') with the Company providing for the offering of 8,000,000 FELINE PRIDES (the "Securities"). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder [and an officer and/or director] of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with Merrill Lynch that, during a period of 60 days from the date of the final offering memorandum relating to the offer and sale of the Securities, the undersigned will not, without the prior written consent of Merrill Lynch, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, lend or otherwise dispose of or transfer any shares of the Company's Common Stock, par value $.01 per share (the "Common Stock"), or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any Sch-C-2

transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Common Stock or any securities convertible into or exchangeable for Common Stock, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Very truly yours, Signature: ____________________ Print Name: ____________________ Sch-C-2

EXHIBIT A FORM OF OPINION OF GOODWIN PROCTER LLP, COUNSEL FOR THE COMPANY, TO BE DELIVERED PURSUANT TO SECTION 5(b) A-1

EXHIBIT B FORM OF OPINION OF , COUNSEL FOR THE PURCHASE CONTRACT AGENT, TO BE DELIVERED PURSUANT TO SECTION 5(c) (i) is duly incorporated and is validly existing as a national banking association with trust powers under the laws of the United States with all necessary power and authority to execute, deliver and perform its obligations under the Purchase Contract Agreement, the Pledge Agreement and the Remarketing Agreement; (ii) The execution, delivery and performance by the Purchase Contract Agent of the Purchase Contract Agreement, the Pledge Agreement and the Remarketing Agreement, and the authentication and delivery of the Securities have been duly authorized by all necessary action on the part of the Purchase Contract Agent. The Purchase Contract Agreement, the Pledge Agreement and the Remarketing Agreement have been duly executed and delivered by the Purchase Contract Agent, and constitute the legal, valid and binding obligations of the Purchase Contract Agent, enforceable against the Purchase Contract Agent in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding at law or in equity); (iii) The execution, delivery and performance of the Purchase Contract Agreement, the Pledge Agreement and the Remarketing Agreement by the Purchase Contract Agent does not conflict with or constitute a breach of the charter or by-laws of the Purchase Contract Agent; and (iv) No consent, approval or authorization of, or registration with or notice to, any Illinois or federal governmental authority or agency is required for the execution, delivery or performance by the Purchase Contract Agent of the Purchase Contract Agreement, the Pledge Agreement and the Remarketing Agreement. B-1


                                                                     EXHIBIT 4.1





                         AFFILIATED MANAGERS GROUP, INC.

                                       TO

                            FIRST UNION NATIONAL BANK

                                     Trustee

                                    Indenture

                          Dated as of December 21, 2001

                             Senior Debt Securities








                                TABLE OF CONTENTS




                                                                                                               Page
                                                                                                               ----

                                                                                                            
ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION                                             1
         SECTION 101.               Definitions...................................................................1
         SECTION 102.               Compliance Certificates and Opinions.........................................11
         SECTION 103.               Form of Documents Delivered to Trustee.......................................11
         SECTION 104.               Acts of Holders..............................................................12
         SECTION 105.               Notices, etc., to Trustee and Company........................................14
         SECTION 106.               Notice to Holders; Waiver....................................................14
         SECTION 107.               Counterparts; Effect of Headings and Table of Contents.......................15
         SECTION 108.               Successors and Assigns.......................................................15
         SECTION 109.               Severability Clause..........................................................15
         SECTION 110.               Benefits of Indenture........................................................15
         SECTION 111.               Governing Law................................................................15
         SECTION 112.               Legal Holidays...............................................................16
         SECTION 113.               Immunity of Stockholders, Directors, Officers and Agents of the
                                    Company......................................................................16
         SECTION 114.               Conflict with Trust Indenture Act............................................16

ARTICLE TWO - SECURITIES FORMS                                                                                   16
         SECTION 201.               Forms of Securities..........................................................16
         SECTION 202.               Form of Trustee's Certificate of Authentication..............................17
         SECTION 203.               Securities Issuable in Global Form...........................................17

ARTICLE THREE - THE SECURITIES                                                                                   18
         SECTION 301.               Amount Unlimited; Issuable in Series.........................................18
         SECTION 302.               Denominations................................................................22
         SECTION 303.               Execution, Authentication, Delivery and Dating...............................22
         SECTION 304.               Temporary Securities.........................................................24
         SECTION 305.               Registration, Registration of Transfer, Conversion and Exchange..............27
         SECTION 306.               Mutilated, Destroyed, Lost and Stolen Securities.............................30
         SECTION 307.               Payment of Interest; Interest Rights Preserved...............................31
         SECTION 308.               Persons Deemed Owners........................................................33
         SECTION 309.               Cancellation.................................................................34
         SECTION 310.               Computation of Interest......................................................34
         SECTION 311.               CUSIP Numbers................................................................34

ARTICLE FOUR - SATISFACTION AND DISCHARGE                                                                        35
         SECTION 401.               Satisfaction and Discharge of Indenture......................................35
         SECTION 402.               Application of Trust Funds...................................................36


                                       (i)





ARTICLE FIVE - REMEDIES                                                                                          36
         SECTION 501.               Events of Default............................................................36
         SECTION 502.               Acceleration of Maturity; Rescission and Annulment...........................38
         SECTION 503.               Collection of Indebtedness and Suits for Enforcement by Trustee..............39
         SECTION 504.               Trustee May File Proofs of Claim.............................................40
         SECTION 505.               Trustee May Enforce Claims Without Possession of Securities or Coupons.......40
         SECTION 506.               Application of Money Collected...............................................41
         SECTION 507.               Limitation on Suits..........................................................41
         SECTION 508.               Unconditional Right of Holders to Receive Principal, Premium or
                                    Make-Whole Amount, if any, and Interest......................................42
         SECTION 509.               Restoration of Rights and Remedies...........................................42
         SECTION 510.               Rights and Remedies Cumulative...............................................42
         SECTION 511.               Delay or Omission Not Waiver.................................................42
         SECTION 512.               Control by Holders of Securities.............................................42
         SECTION 513.               Waiver of Past Defaults......................................................43
         SECTION 514.               Waiver of Usury, Stay or Extension Laws......................................43
         SECTION 515.               Undertaking for Costs........................................................44

ARTICLE SIX - THE TRUSTEE                                                                                        44
         SECTION 601.               Notice of Defaults...........................................................44
         SECTION 602.               Certain Rights of Trustee....................................................44
         SECTION 603.               Not Responsible for Recitals or Issuance of Securities.......................46
         SECTION 604.               May Hold Securities..........................................................47
         SECTION 605.               Money Held in Trust..........................................................47
         SECTION 606.               Compensation and Reimbursement...............................................47
         SECTION 607.               Corporate Trustee Required; Eligibility; Conflicting Interests...............48
         SECTION 608.               Resignation and Removal; Appointment of Successor............................48
         SECTION 609.               Acceptance of Appointment by Successor.......................................49
         SECTION 610.               Merger, Conversion, Consolidation or Succession to Business..................51
         SECTION 611.               Appointment of Authenticating Agent..........................................51
         SECTION 612.               Certain Duties and Responsibilities of the Trustee...........................52

ARTICLE SEVEN - HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY                                                54
         SECTION 701.               Disclosure of Names and Addresses of Holders.................................54
         SECTION 702.               Reports by Trustee...........................................................54
         SECTION 703.               Reports by Company...........................................................54
         SECTION 704.               Company to Furnish Trustee Names and Addresses of Holders....................55


                                       (ii)





ARTICLE EIGHT - CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE                                                 55
         SECTION 801.               Consolidations and Mergers of  Company and Sales, Leases and
                                    Conveyances Permitted Subject to Certain Conditions..........................55
         SECTION 802.               Rights and Duties of Successor Corporation...................................56
         SECTION 803.               Officers' Certificate and Opinion of Counsel.................................56

ARTICLE NINE - SUPPLEMENTAL INDENTURES                                                                           56
         SECTION 901.               Supplemental Indentures without Consent of Holders...........................56
         SECTION 902.               Supplemental Indentures with Consent of Holders..............................58
         SECTION 903.               Execution of Supplemental Indentures.........................................59
         SECTION 904.               Effect of Supplemental Indentures............................................59
         SECTION 905.               Conformity with Trust Indenture Act..........................................59
         SECTION 906.               Reference in Securities to Supplemental Indentures...........................59

ARTICLE TEN - COVENANTS                                                                                          60
         SECTION 1001.              Payment of Principal, Premium or Make-Whole Amount, if any; and
                                    Interest.....................................................................60
         SECTION 1002.              Maintenance of Office or Agency..............................................60
         SECTION 1003.              Money for Securities Payments to Be Held in Trust............................62
         SECTION 1004.              Existence....................................................................63
         SECTION 1005.              Maintenance of Properties....................................................63
         SECTION 1006.              Insurance....................................................................63
         SECTION 1007.              Payment of Taxes and Other Claims............................................63
         SECTION 1008.              Statement as to Compliance...................................................64
         SECTION 1009.              Waiver of Certain Covenants..................................................64
         SECTION 1010.              Statement by Officers as to Default..........................................64

ARTICLE ELEVEN - REDEMPTION OF SECURITIES                                                                        64
         SECTION 1101.              Applicability of Article.....................................................64
         SECTION 1102.              Election to Redeem; Notice to Trustee........................................64
         SECTION 1103.              Selection by Trustee of Securities to Be Redeemed............................65
         SECTION 1104.              Notice of Redemption.........................................................65
         SECTION 1105.              Deposit of Redemption Price..................................................67
         SECTION 1106.              Securities Payable on Redemption Date........................................67
         SECTION 1107.              Securities Redeemed in Part..................................................68

ARTICLE TWELVE - SINKING FUNDS                                                                                   68
         SECTION 1201.              Applicability of Article.....................................................68
         SECTION 1202.              Satisfaction of Sinking Fund Payments with Securities........................68
         SECTION 1203.              Redemption of Securities for Sinking Fund....................................69

ARTICLE THIRTEEN - REPAYMENT AT THE OPTION OF HOLDERS                                                            69
         SECTION 1301.              Applicability of Article.....................................................69
         SECTION 1302.              Repayment of Securities......................................................69


                                       (iii)





         SECTION 1303.              Exercise of Option...........................................................70
         SECTION 1304.              When Securities Presented for Repayment Become Due and Payable...............70
         SECTION 1305.              Securities Repaid in Part....................................................71

ARTICLE FOURTEEN - DEFEASANCE AND COVENANT DEFEASANCE                                                            71
         SECTION 1401.              Applicability of Article; Company's Option to Effect Defeasance or
                                    Covenant Defeasance..........................................................71
         SECTION 1402.              Defeasance and Discharge.....................................................72
         SECTION 1403.              Covenant Defeasance..........................................................72
         SECTION 1404.              Conditions to Defeasance or Covenant Defeasance..............................73
         SECTION 1405.              Deposited Money and Government Obligations to Be Held in Trust; Other
                                    Miscellaneous Provisions.....................................................74

ARTICLE FIFTEEN - MEETINGS OF HOLDERS OF SECURITIES                                                              75
         SECTION 1501.              Purposes for Which Meetings May Be Called....................................75
         SECTION 1502.              Call, Notice and Place of Meetings...........................................76
         SECTION 1503.              Persons Entitled to Vote at Meetings.........................................76
         SECTION 1504.              Quorum; Action...............................................................76
         SECTION 1505.              Determination of Voting Rights; Conduct and Adjournment of Meetings..........77
         SECTION 1506.              Counting Votes and Recording Action of Meetings..............................78

ARTICLE SIXTEEN - CONVERSION OF SECURITIES                                                                       78
         SECTION 1601.              Applicability of Article; Conversion Privilege and Conversion Price..........79
         SECTION 1602.              Exercise of Conversion Privilege.............................................80
         SECTION 1603.              Fractions of Shares..........................................................80
         SECTION 1604.              Adjustment of Conversion Price...............................................81
         SECTION 1605.              Notice of Adjustments of Conversion Price....................................84
         SECTION 1606.              Notice of Certain Corporate Action...........................................85
         SECTION 1607.              Company to Reserve Common Stock..............................................85
         SECTION 1608.              Taxes on Conversion..........................................................85
         SECTION 1609.              Covenants as to Common Stock.................................................86
         SECTION 1610.              Cancellation of Converted Securities.........................................86
         SECTION 1611.              Provisions in Case of Consolidation, Merger or Sale of Assets;
                                    Special Distributions........................................................86
         SECTION 1612.              Trustee Adjustment Disclaimer; Company Determination Final...................88
         SECTION 1613.              When No Adjustment Required..................................................88
         SECTION 1614.              Equivalent Adjustments.......................................................88



                                       (iv)







                                          AFFILIATED MANAGERS GROUP, INC.

         Reconciliation and tie between Trust Indenture Act of 1939 (the "Trust
Indenture Act" or "TIA") and Indenture, dated as of December 21, 2001.




Trust Indenture
   Act Section                                                                             Indenture Section
- ---------------                                                                            -----------------
                                                                                        
Section 310(a)(1)................................................................................607
(a)(2)   ........................................................................................607
(b)      ........................................................................................607, 608
Section 312(c)...................................................................................701
Section 313(a)...................................................................................702
(c)      ........................................................................................702
Section 314(a)...................................................................................703
(a)(4)   ........................................................................................1008
(c)(1)   ........................................................................................102
(c)(2)   ........................................................................................102
(e)      ........................................................................................102
Section 315(b)...................................................................................601
Section 316(a) (last sentence)...................................................................101("Outstanding")
(a)(1)(A)........................................................................................502, 512
(a)(1)(B)........................................................................................513
(b)      ........................................................................................508
Section 317(a)(1)................................................................................503
(a)(2)   ........................................................................................504
Section 318(a)...................................................................................111
(c)      ........................................................................................111



- ---------------

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be
a part of the Indenture.

      Attention should also be directed to Section 318(c) of the Trust Indenture
Act, which provides that the provisions of Sections 310 to and including 317 of
the Trust Indenture Act are a part of and govern every qualified indenture,
whether or not physically contained therein.


                                       (v)








      INDENTURE, dated as of December 21, 2001, between AFFILIATED MANAGERS
GROUP, INC., a corporation organized under the laws of the State of Delaware
(hereinafter called the "Company"), having its principal office at 600 Hale
Street. Prides Crossing, MA 01965, and FIRST UNION NATIONAL BANK, a national
banking association, as Trustee hereunder (hereinafter called the "Trustee"),
having a Corporate Trust Office at 12 East 49th Street, New York, New York
10017.

                             RECITALS OF THE COMPANY

      The Company deems it necessary to issue from time to time for its lawful
purposes senior debt securities (hereinafter called the "Securities") evidencing
its unsecured and senior indebtedness, and has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of the
Securities, to be issued in one or more Series as provided in this Indenture.

      This Indenture is subject to the provisions of the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act" or "TIA"), that are deemed to be
incorporated into this Indenture and shall, to the extent applicable, be
governed by such provisions.

      All things necessary to make this Indenture a valid and legally binding
agreement of the Company, in accordance with its terms, have been done.

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

      For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities, as follows:


ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


      SECTION 101.      DEFINITIONS.  For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise
requires:

            (1) the terms defined in this Article have the meanings assigned to
      them in this Article, and include the plural as well as the singular;

            (2) all other terms used herein which are defined in the TIA, either
      directly or by reference therein, have the meanings assigned to them
      therein, and the terms "cash transactions" and "self-liquidating paper,"
      as used in TIA Section 311, shall have the meanings assigned to them in
      the rules of the Commission adopted under the TIA;

            (3) all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with GAAP; and



            (4) the words "herein," "hereof "and "hereunder" and other words of
      similar import refer to this Indenture as a whole and not to any
      particular Article, Section or other subdivision.

      "ACT," when used with respect to any Holder, has the meaning specified in
Section 104.

      "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

      "AUTHENTICATING AGENT" means any Person authorized by the Trustee pursuant
to Section 611 hereof to act on behalf of the Trustee to authenticate
Securities.

      "AUTHORIZED NEWSPAPER" means a newspaper, printed in the English language
or in an official language of the country of publication, customarily published
on each Business Day, whether or not published on Saturdays, Sundays or
holidays, and of general circulation in each place in connection with which the
term is used or in the financial community of each such place. Whenever
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different Authorized
Newspapers in the same city meeting the foregoing requirements and in each case
on any Business Day.

      "BANKRUPTCY LAW" has the meaning specified in Section 501.

      "BEARER SECURITY" means any Security established pursuant to Section 201
which is payable to bearer.

      "BOARD OF DIRECTORS" means the board of directors of the Company or any
committee of that board duly authorized to act hereunder.

      "BOARD RESOLUTION" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

      "BUSINESS DAY," when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities issued pursuant
to Section 301, any day, other than a Saturday or Sunday, that is not a day on
which banking institutions in that Place of Payment or particular location are
authorized or required by law, regulation or executive order to close.

      "CAPITAL STOCK" means, with respect to any Person, any capital stock
(including preferred stock), shares, interests, participations or other
ownership interests (however designated) of such Person and any rights (other
than debt securities convertible into or exchangeable for corporate stock),
warrants or options to purchase any thereof.

                                       2




      "CLEARSTREAM" means Clearstream Banking, societe anonyme.

      "CLOSING PRICE" means the closing price of a share of Common Stock of the
Company as reported on the New York Stock Exchange.

      "COMMISSION" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or, if at
any time after execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties on such date.

      "COMMON DEPOSITORY" has the meaning specified in Section 304.

      "COMMON STOCK" means, with respect to any Person, all shares of capital
stock issued by such Person other than Preferred Stock.

      "COMPANY" means the Person named as the "Company" in the first paragraph
of this Indenture until a successor corporation shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "Company" shall
mean such successor corporation.

      "COMPANY REQUEST" and "COMPANY ORDER" mean, respectively, a written
request or order signed in the name of the Company by its Chairman of the Board,
the President or a Vice President, and by its Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee.

      "CONSTITUENT PERSON" has the meaning specified in Section 1611.

      "CONVERSION EVENT" means the cessation of use of (i) a Foreign Currency
both by the government of the country which issued such currency and for the
settlement of transactions by a central bank or other public institutions of or
within the international banking community, (ii) the ECU both within the
European Monetary System and for the settlement of transactions by public
institutions of or within the European Communities or (iii) any currency unit
(or composite currency) other than the ECU for the purposes for which it was
established.

      "CONVERSION PRICE" has the meaning specified in Section 1601.

      "CORPORATE TRUST OFFICE" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at 12 East 49th Street, 37th Floor,
New York, New York 10017, Attention: Corporate Trust - NY4040.

      "CORPORATION" includes corporations, associations, companies and business
trusts.

      "COUPON" means any interest coupon appertaining to a Bearer Security.

      "COVENANT DEFEASANCE" has the meaning specified in Section 1403.

      "CUSTODIAN" has the meaning specified in Section 501.

                                       3



      "DEFAULTED INTEREST" has the meaning specified in Section 307.

      "DEFEASANCE" has the meaning specified in Section 1402.

      "DISTRIBUTION RECORD DATE" has the meaning specified in Section 1611.

      "DIVIDEND RECORD DATE" has the meaning specified in Section 1604.

      "DOLLAR" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States of America as at the time shall be legal tender
for the payment of public and private debts.

      "DTC" means The Depository Trust Company and any successor to DTC in its
capacity as depository for any Securities.

      "EC TREATY" means the Treaty establishing the European Communities (signed
in Rome on 25 March 1957), as amended by the Treaty on European Union, as
amended (signed in Maastricht on 7 February 1992).

      "EMU" means European Economic and Monetary Union.

      "EURO", "EURO" and "EUR" each means the lawful currency of the member
states of the European Union that adopt the single currency in accordance with
the EC Treaty.

      "EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the
Euroclear System.

      "EVENT OF DEFAULT" has the meaning specified in Article Five.

      "EXCHANGE DATE" has the meaning specified in Section 304.

      "FOREIGN CURRENCY" means any currency, currency unit or composite
currency, including, without limitation, the Euro issued by the government of
one or more countries other than the United States of America or by any
recognized confederation or association of such governments.

      "GAAP" means, except as otherwise provided herein, generally accepted
accounting principles, as in effect from time to time, as used in the United
States applied on a consistent basis.

      "GLOBAL SECURITY" means a Security evidencing all or a part of a series of
Securities issued to and registered in the name of the depository for such
series, or its nominee, in accordance with Section 305, and bearing the legend
prescribed in Section 203.

      "GOVERNMENT OBLIGATIONS" means securities which are (i) direct obligations
of the United States of America or the government which issued the Foreign
Currency in which the Securities of a particular series are payable, for the
payment of which its full faith and credit is pledged or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
the United States of America or such government which issued the Foreign
Currency in which

                                       4



the Securities of such series are payable, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other government, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and (iii)
shall also include a depository receipt issued by a bank or trust company as
custodian with respect to any such Government Obligation or a specific
payment of interest on or principal of any such Government Obligation held by
such custodian for the account of the holder of a depository receipt,
PROVIDED that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the
Government Obligation or the specific payment of interest on or principal of
the Government Obligation evidenced by such depository receipt.

      "GUARANTY" by any Person means any Obligation, contingent or otherwise, of
such Person guaranteeing any Indebtedness of any other Person (the "primary
obligor") in any manner, whether directly or indirectly, and including, without
limitation, every Obligation of such Person (i) to purchase or pay (or advance
or supply funds for the purchase or payment of) such Indebtedness or to purchase
(or to advance or supply funds for the purchase of) any security for the payment
of such Indebtedness, (ii) to purchase property, securities or services for the
purpose of assuring the holder of such Indebtedness of the payment of such
Indebtedness or (iii) to maintain working capital, equity capital or other
financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness; PROVIDED, HOWEVER, that a
Guaranty by any Person shall not include endorsements by such Person for
collection or deposit, in either case in the ordinary course of business. The
terms "Guaranteed," "Guaranteeing" and "Guarantor" shall have meanings
correlative to the foregoing.

      "HOLDER" means, in the case of a Registered Security, the Person in whose
name a Security is registered in the Security Register and, in the case of a
Bearer Security, the bearer thereof and, when used with respect to any coupon,
shall mean the bearer thereof.

      "INDEBTEDNESS" means, with respect to any Person, without duplication, (i)
any Obligation of such Person relating to any indebtedness of such Person (A)
for borrowed money (whether or not the recourse of the lender is to the whole of
the assets, of such person or only to a portion thereof), (B) evidenced by
notes, debentures or similar instruments (including purchase money obligations)
given in connection with the acquisition of any property or assets (other than
trade accounts payable for inventory or similar property acquired in the
ordinary course of business), including securities, for the payment of which
such Person is liable, directly or indirectly, or the payment of which is
secured by a lien, charge or encumbrance on property or assets of such Person,
(C) for goods, materials or services purchased in the ordinary course of
business (other than trade accounts payable arising in the ordinary course of
business), (D) with respect to letters of credit or bankers acceptances issued
for the account of such Person or performance, surety or similar bonds, (E) for
the payment of money relating to a Capitalized Lease Obligation or (F) under
interest rate swaps, caps or similar agreements and foreign exchange contracts,
currency swaps or similar agreements; (ii) any liability of others of the kind
described in the preceding clause (i), which such Person has Guaranteed or which
is otherwise its legal liability; and (iii) any and all deferrals, renewals,
extensions and refunding of, or amendments, modifications or supplements to, any
liability of the kind described in any of the preceding clauses (i) or (ii).

                                       5



      "INDENTURE" means this instrument as originally executed or as it may be
supplemented or amended from time to time by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, and shall
include the terms of particular series of Securities established as contemplated
by Section 301; PROVIDED, HOWEVER, that, if at any time more than one Person is
acting as Trustee under this instrument, "Indenture" shall mean, with respect to
any one or more series of Securities for which such Person is Trustee, this
instrument as originally executed or as it may be supplemented or amended from
time to time by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of the or those
particular series of Securities for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.

      "INDEXED SECURITY" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

      "INTEREST," when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, shall mean interest
payable after Maturity.

      "INTEREST PAYMENT DATE," when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

      "MAKE-WHOLE AMOUNT," when used with respect to any Security, means the
amount, if any, in addition to principal (and accrued interest thereon, if any)
which is required by a Security, under the terms and conditions specified
therein or as otherwise specified as contemplated by Section 301, to be paid by
the Company to the Holder thereof in connection with any optional redemption or
accelerated payment of such Security.

      "MARKET VALUE OF THE DISTRIBUTION" has the meaning specified in Section
1604.

      "MATURITY," when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, notice of redemption, notice of option to elect
repayment or otherwise.

      "NASD" means the National Association of Securities Dealers, Inc.

      "OBLIGATION" of any Person with respect to any specified Indebtedness
means any obligation of such Person to pay principal, premium, interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to such Person, whether or not a claim
for such post-petition interest is allowed in such proceeding), penalties,
reimbursement or indemnification amounts, fees, expenses or other amounts
relating to such Indebtedness.

                                       6



      "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of the
Board of Directors, the President or a Vice President and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and
delivered to the Trustee.

      "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for the Company or who may be an employee of or other counsel for the
Company.

      "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.

      "OUTSTANDING," when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, EXCEPT:

                  (i)   Securities theretofore canceled by the Trustee or
            delivered to the Trustee for cancellation;

                  (ii) Securities, or portions thereof, for whose payment or
            redemption (including repayment at the option of the Holder) money
            in the necessary amount has been theretofore deposited with the
            Trustee or any Paying Agent (other than the Company) in trust or set
            aside and segregated in trust by the Company (if the Company shall
            act as its own Paying Agent) for the Holders of such Securities and
            any coupons appertaining thereto; PROVIDED, HOWEVER, that, if such
            Securities are to be redeemed, notice of such redemption has been
            duly given pursuant to this Indenture or provision therefor
            satisfactory to the Trustee has been made;

                  (iii) Securities, except to the extent provided in Sections
            1402 and 1403, with respect to which the Company has effected
            Defeasance and/or Covenant Defeasance as provided in Article
            Fourteen; and

                  (iv) Securities which have been paid pursuant to Section 306
            or in exchange for or in lieu of which other Securities have been
            authenticated and delivered pursuant to this Indenture, other than
            any such Securities in respect of which there shall have been
            presented to the Trustee proof satisfactory to it that such
            Securities are held by a bona fide purchaser in whose hands such
            Securities are valid obligations of the Company.

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be

                                       7



deemed Outstanding for such purpose shall be equal to the Dollar equivalent,
determined pursuant to Section 301 as of the date such Security is originally
issued by the Company, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent as of such date of
original issuance of the amount determined as provided in clause (i) above)
of such Security, (iii) the principal amount of any Indexed Security that may
be counted in making such determination or calculation and that shall be
deemed outstanding for such purpose shall be equal to the principal face
amount of such Indexed Security at original issuance, unless otherwise
provided with respect to such Security pursuant to Section 301, and (iv)
Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in making such calculation or in relying upon any
such request, demand, authorization, direction, notice, consent or waiver,
only Securities which the Trustee knows to be so owned shall be so
disregarded. Securities owned as provided in clause (iv) above which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or
any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor. In case of a dispute as to such right, the advice of
counsel shall be full protection in respect of any decision made by the
Trustee in accordance with such advice.

      "PAYING AGENT" means any Person authorized by the Company to pay the
principal of (and premium or Make-Whole Amount, if any) or interest on any
Securities or coupons on behalf of the Company.

      "PERSON" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

      "PLACE OF PAYMENT," when used with respect to the Securities of or within
any series, means the place or places where the principal of (and premium or
Make-Whole Amount, if any) and interest on such Securities are payable as
specified as contemplated by Sections 301 and 1002.

      "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains.

      "PREFERRED STOCK" means, with respect to any Person, all capital stock
issued by such Person that are entitled to a preference or priority over any
other capital stock issued by such Person with respect to any distribution of
such Person's assets, whether by dividend or upon any voluntary or involuntary
liquidation, dissolution or winding up.

                                       8



      "REDEMPTION DATE," when used with respect to any Security to be redeemed,
in whole or in part, means the date fixed for such redemption by or pursuant to
this Indenture.

      "REDEMPTION PRICE," when used with respect to any Security to be redeemed,
means the price specified in the related Officers' Certificate or supplemental
indenture contemplated by and pursuant to Section 301, at which it is to be
redeemed pursuant to this Indenture.

      "REFERENCE DATE" has the meaning specified in Section 1604.

      "REGISTERED SECURITY" shall mean any Security which is registered in the
Security Register.

      "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 301, whether or not a
Business Day.

      "REPAYMENT DATE" means, when used with respect to any Security to be
repaid at the option of the Holder, the date fixed for such repayment by or
pursuant to this Indenture.

      "REPAYMENT PRICE" means, when used with respect to any Security to be
repaid at the option of the Holder, the price at which it is to be repaid by or
pursuant to this Indenture.

      "RESPONSIBLE OFFICER," when used with respect to the Trustee, means any
senior vice president, vice president (whether or not designated by a number or
a word or words added before or after the title "vice president"), assistant
vice president, assistant secretary, trust officer or assistant trust officer
working in its Corporate Trust Department, or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and working in its Corporate Trust Department, and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of such officer's knowledge and familiarity
with the particular subject.

      "RIGHTS" has the meaning specified in Section 1604.

      "RIGHTS RECORD DATE" has the meaning specified in Section 1604.

      "SECURITY" has the meaning stated in the first recital of this Indenture
and, more particularly, means any Security or Securities authenticated and
delivered under this Indenture; PROVIDED, HOWEVER, that, if at any time there is
more than one Person acting as Trustee under this Indenture, "Securities" with
respect to the Indenture as to which such Person is Trustee shall have the
meaning stated in the first recital of this Indenture and shall more
particularly mean Securities authenticated and delivered under this Indenture,
exclusive, however, of Securities of any series as to which such Person is not
Trustee.

      "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective meanings
specified in Section 305.

      "SHORT TERM RIGHTS" has the meaning specified in Section 1604.

                                       9



      "SIGNIFICANT SUBSIDIARY" means any Subsidiary which is a "significant
subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X, promulgated
under the Securities Act of 1933) of the Company.

      "SPECIAL RECORD DATE" for the payment of any Defaulted Interest on the
Registered Securities of or within any series means a date fixed by the Company
pursuant to Section 307.

      "STATED MATURITY," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security or a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable.

      "SUBSIDIARY" means, with respect to any Person, any corporation, limited
liability company, partnership or other entity of which a majority of (i) the
voting power of the voting equity securities or (ii) the outstanding equity
interests are owned, directly or indirectly, by such Person. For the purposes of
this definition, "voting equity securities" means equity securities having
voting power for the election of directors, whether at all times or only so long
as no senior class of security has such voting power by reason of any
contingency.

      "TRADING DAY" means any day on which the New York Stock Exchange is open
for business.

      "TRIGGER EVENTS" has the meaning specified in Section 1604.

      "TRUST INDENTURE ACT" or "TIA" means the Trust Indenture Act of 1939, as
amended and as in force at the date as of which this Indenture was executed,
except as provided in Section 905.

      "TRUSTEE" means the Person named as the "Trustee" in the first paragraph
of this Indenture until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall mean
or include each Person who is then a Trustee hereunder; PROVIDED, HOWEVER, that
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean only the Trustee with respect
to Securities of that series.

      "UNADJUSTED DISTRIBUTION" has the meaning specified in Section 1604.

      "UNITED STATES" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, the United States of America (including the
states and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

      "UNITED STATES PERSON" means, unless otherwise specified with respect to
any Securities pursuant to Section 301, an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or an estate or
trust the income of which is subject to United States Federal income taxation
regardless of its source.

                                       10




      "YIELD TO MATURITY" means the yield to maturity, computed at the time of
issuance of a Security (or, if applicable, at the most recent redetermination of
interest on such Security) and as set forth in such Security in accordance with
generally accepted United States bond yield computation principles.

      SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS. Upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

      Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (including certificates delivered
pursuant to Section 1008) shall include:

            (1) a statement that each individual signing such certificate or
      opinion has read such condition or covenant and the definitions herein
      relating thereto;

            (2) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (3) a statement that, in the opinion of each such individual, he has
      made such examination or investigation as is necessary to enable him to
      express an informed opinion as to whether or not such condition or
      covenant has been complied with; and

            (4) a statement as to whether, in the opinion of each such
      individual, such condition or covenant has been complied with.

      SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

      Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon an Opinion of Counsel, or a
certificate or representations by counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the opinion, certificate or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such Opinion of Counsel or certificate or
representations may be


                                     11



based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company
stating that the information as to such factual matters is in the possession
of the Company, unless such counsel knows, or in the exercise of reasonable
care should know, that the certificate or opinion or representations with
respect to such matters are erroneous.

      Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

      SECTION 104.      ACTS OF HOLDERS.

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of the Outstanding Securities of all series or one or more series, as
the case may be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing. If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of Securities of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor
thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of Article Fifteen, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
or both are delivered to the Trustee and, where it is hereby expressly required,
to the Company. Such instrument or instruments and any such record (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Holders signing such instrument or instruments or so voting
at any such meeting. Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person of a Security, shall
be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company and any agent of the Trustee or the Company, if made in
the manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 1506.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other reasonable manner which the Trustee deems sufficient.


                                     12



            (c) The ownership of Registered Securities shall be proved by the
Security Register. As to any matter relating to beneficial ownership interests
in any Global Security, the appropriate depository's records shall be
dispositive for purposes of this Indenture.

            (d) The ownership of Bearer Securities may be proved by the
production of such Bearer Securities or by a certificate executed, as
depository, by any trust company, bank, banker or other depository, wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such
depository, or exhibited to it, the Bearer Securities therein described; or such
facts may be proved by the certificate or affidavit of the Person holding such
Bearer Securities, if such certificate or affidavit is deemed by the Trustee to
be satisfactory. The Trustee and the Company may assume that such ownership of
any Bearer Security continues until (1) another certificate or affidavit bearing
a later date issued in respect of the same Bearer Security is produced, or (2)
such Bearer Security is produced to the Trustee by some other Person, or (3)
such Bearer Security is surrendered in exchange for a Registered Security, or
(4) such Bearer Security is no longer Outstanding. The ownership of Bearer
Securities may also be proved in any other manner which the Trustee deems
sufficient.

            (e) If the Company shall solicit from the Holders of Registered
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, in or pursuant to a Board
Resolution, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
Notwithstanding TIA Section 316(c), such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation
is completed. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Outstanding
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities shall be computed as of such record date;
PROVIDED that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than eleven months after the
record date.

            (f) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or upon the conversion thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustee, any Security Registrar, any Paying Agent, any
Authenticating Agent or the Company in reliance thereon, whether or not notation
of such action is made upon such Security.

                                     13



      SECTION 105.      NOTICES, ETC., TO TRUSTEE AND COMPANY.  Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders
or other document provided or permitted by this Indenture to be made upon,
given or furnished to, or filed with,

            (1) the Trustee by any Holder or by the Company shall be sufficient
      for every purpose hereunder if made, given, furnished or filed in writing
      to or with the Trustee at 12 East 49th Street, New York New York 10017,
      Attention: Corporate Trust-NY4040; or

            (2) the Company by the Trustee or by any Holder shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if in writing and mailed, first class postage prepaid, to the Company
      addressed to it at the address of its principal office specified in the
      first paragraph of this Indenture or at any other address previously
      furnished in writing to the Trustee by the Company; or

            (3) either the Trustee or the Company, by the other party, shall be
      sufficient for every purpose hereunder if given by facsimile transmission,
      receipt confirmed by telephone followed by an original copy delivered by
      guaranteed overnight courier; if to the Trustee at facsimile number
      212-451-2537;and if to the Company at facsimile number 617-747-3380,
      Attention: Chief Financial Officer.


      SECTION 106. NOTICE TO HOLDERS; WAIVER. Where this Indenture provides for
notice of any event to Holders of Registered Securities by the Company or the
Trustee, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each such Holder affected by such event, at his address as it appears in the
Security Register, not later than the latest date, if any, and not earlier than
the earliest date, if any, prescribed for the giving of such notice. In any case
where notice to Holders of Registered Securities is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders of Registered Securities or the sufficiency of any notice to
Holders of Bearer Securities given as provided herein. Any notice mailed to a
Holder in the manner herein prescribed shall be conclusively deemed to have been
received by such Holder, whether or not such Holder actually receives such
notice.

      If by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification to Holders of Registered Securities as
shall be made with the approval of the Trustee shall constitute a sufficient
notification to such Holders for every purpose hereunder.

      Except as otherwise expressly provided herein or otherwise specified with
respect to any Securities pursuant to Section 301, where this Indenture provides
for notice to Holders of Bearer Securities of any event, such notice shall be
sufficiently given if published in an Authorized Newspaper in The City of New
York and in such other city or cities as may be specified in such Securities on
a Business Day, such publication to be not later than the latest date, if any,
and not earlier than the earliest date, if any, prescribed for the giving of
such notice. Any such notice shall be deemed to have been given on the date of
such publication or, if published more than once, on the date of the first such
publication.

                                     14



      If by reason of the suspension of publication of any Authorized Newspaper
or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by
publication to any particular Holder of Bearer Securities as provided above, nor
any defect in any notice so published, shall affect the sufficiency of such
notice with respect to other Holders of Bearer Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided herein.

      Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

      Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

      SECTION 107. COUNTERPARTS; EFFECT OF HEADINGS AND TABLE OF CONTENTS. This
Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same Indenture. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.

      SECTION 108.      SUCCESSORS AND ASSIGNS.  All covenants and agreements
in this Indenture by the Company shall bind its successors and assigns,
whether so expressed or not.

      SECTION 109. SEVERABILITY CLAUSE. In case any provision in this Indenture
or in any Security or coupon shall be held invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

      SECTION 110. BENEFITS OF INDENTURE. Nothing in this Indenture or in the
Securities or coupons, express or implied, shall give to any Person, other than
the parties hereto, any Security Registrar, any Paying Agent, any Authenticating
Agent and their successors hereunder and the Holders any benefit or any legal or
equitable right, remedy or claim under this Indenture.

      SECTION 111. GOVERNING LAW. This Indenture and the Securities and coupons
shall be governed by and construed in accordance with the law of the State of
New York. This Indenture is subject to the provisions of the TIA that are
required to be part of this Indenture and shall, to the extent applicable, be
governed by such provisions.

                                     15



      SECTION 112. LEGAL HOLIDAYS. In any case where any Interest Payment Date,
Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or
Maturity of any Security or the last date on which a Holder has the right to
convert or exchange a Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or any
Security or coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu hereof), payment of
interest or principal (and premium or Make-Whole Amount, if any) or conversion
or exchange of such security need not be made at such Place of Payment on such
date, but (except as otherwise provided in the supplemental indenture with
respect to such Security) may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date, Redemption Date, Repayment Date or sinking fund payment date, or
at the Stated Maturity or Maturity, or on such last day for conversion or
exchange, provided that no interest shall accrue on the amount so payable for
the period from and after such Interest Payment Date, Redemption Date, Repayment
Date, sinking fund payment date, Stated Maturity or Maturity, as the case may
be.

      SECTION 113. IMMUNITY OF STOCKHOLDERS, DIRECTORS, OFFICERS AND AGENTS OF
THE COMPANY. No recourse under or upon any obligation, covenant or agreement
contained in this Indenture, or in any Security, or because of any indebtedness
evidenced thereby, shall be had against any past, present or future stockholder,
employee, officer or director, as such, of the Company or of any successor,
either directly or through the Company or any successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities by the Holders
and as part of the consideration for the issue of the Securities.

      SECTION 114. CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required
or deemed to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may
be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or to be excluded, as the case may be.


                         ARTICLE TWO - SECURITIES FORMS

      SECTION 201. FORMS OF SECURITIES. The Registered Securities, if any, of
each series and the Bearer Securities, if any, of each series and related
coupons shall be substantially in the form of EXHIBIT A hereto or in such other
form as shall be established in one or more indentures supplemental hereto or
approved from time to time by or pursuant to a Board Resolution in accordance
with Section 301, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements placed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be

                                     16



required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Securities may be listed, or to conform to usage.

      Unless otherwise specified as contemplated by Section 301, Bearer
Securities shall have interest coupons attached.

      The definitive Securities and coupons shall be printed, lithographed or
engraved or produced by any combination of these methods on a steel engraved
border or steel engraved borders or mechanically reproduced on safety paper or
may be produced in any other manner, all as determined by the officers executing
such Securities or coupons, as evidenced by their execution of such Securities
or coupons.

      SECTION 202.      FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
Subject to Section 611, the Trustee's certificate of authentication shall be
in substantially the following form:

      This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

                                                FIRST UNION NATIONAL BANK,
                                                  as Trustee

Dated:                                          By:
      --------------------------                   ----------------------------
                                                      Authorized Signatory

      SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or
within a series are issuable in the form of one or more Global Securities, then,
notwithstanding clause (8) of Section 301 and the provisions of Section 302, any
such Global Security or Securities may provide that it or they shall represent
the aggregate amount of all Outstanding Securities of such series (or such
lesser amount as is permitted by the terms thereof) from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding Securities
of such series represented thereby may from time to time be increased or
decreased to reflect exchanges. Any endorsement of any Global Security to
reflect the amount, or any increase or decrease in the amount, or changes in the
rights of Holders thereof, of Outstanding Securities represented thereby shall
be made (or caused to be made) by the Trustee in such manner or by such Person
or Persons as shall be specified therein or in the Company Order to be delivered
to the Trustee pursuant to Section 303 or 304. Subject to the provisions of
Section 303 and, if applicable, Section 304, the Trustee shall deliver and
redeliver any Global Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or 304 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Global Security shall be
in writing but need not comply with Section 102 and need not be accompanied by
an Opinion of Counsel.

      The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Global Security if such Security was never issued and
sold by the Company and the

                                     17



Company delivers to the Trustee the Global Security together with written
instructions (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) with regard to the reduction in the
principal amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of Section 303.

      Notwithstanding the provisions of Section 307, unless otherwise specified
as contemplated by Section 301, payment of principal of and any premium or
Make-Whole Amount, if any, and interest on any Global Security in permanent
global form shall be made to the registered Holder thereof.

      Notwithstanding the provisions of Section 308 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a permanent Global Security (i) in the
case of a permanent Global Security in registered form, the Holder of such
permanent Global Security in registered form, or (ii) in the case of a permanent
Global Security in bearer form, Euroclear or Clearstream.

      Any Global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form:

      "This Security is a Global Security within the meaning set forth in the
Indenture hereinafter referred to and is registered in the name of a Depository
or a nominee of a Depository. This Security is exchangeable for Securities
registered in the name of a person other than the Depository or its nominee only
in the limited circumstances described in the Indenture, and may not be
transferred except as a whole by the Depository to a nominee of the Depository
or by a nominee of the Depository to the Depository or another nominee of the
Depository or by the Depository or its nominee to a successor Depository or its
nominee."


                         ARTICLE THREE - THE SECURITIES

      SECTION 301.      AMOUNT UNLIMITED; ISSUABLE IN SERIES.  The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

      The Securities may be issued in one or more series. There shall be
established in one or more Board Resolutions or pursuant to authority granted by
one or more Board Resolutions and, subject to Section 303, set forth in an
Officers' Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series:

            (1) The title of the Securities of the series (which shall
      distinguish the Securities of such series from all other series of
      Securities);


            (2) Any limit upon the aggregate principal amount of the Securities
      of the series that may be authenticated and delivered under this Indenture
      (except for Securities authenticated and delivered upon registration of
      transfer of, or upon conversion of, or in exchange for, or in lieu of,
      other Securities of the series pursuant to Section 304, 305,

                                     18



      306, 906, 1107 or 1305) and the minimum authorized denominations with
      respect to the Securities of such series;

            (3) The price (expressed as a percentage of the principal amount
      thereof) at which such Securities will be issued and, if other than the
      principal amount thereof, the portion of the principal amount thereof
      payable upon declaration of acceleration of the maturity thereof or (if
      applicable) the portion of the principal amount of such Securities that is
      convertible into Common Stock or the method by which any such portion
      shall be determined.

            (4) If convertible, the terms on which such Securities are
      convertible, including the initial conversion price or rate and the
      conversion period and any applicable limitations on the ownership or
      transferability of Common Stock or Preferred Stock receivable on
      conversion;

            (5) The date or dates, or the method for determining such date or
      dates, on which the principal of such Securities will be payable;

            (6) The rate or rates (which may be fixed or variable), or the
      method by which such rate or rates shall be determined, at which such
      Securities will bear interest, if any;

            (7) The date or dates, or the method for determining such date or
      dates, from which any such interest will accrue, the dates on which any
      such interest will be payable, the record dates for such interest payment
      dates, or the method by which such dates shall be determined, the persons
      to whom such interest shall be payable, and the basis upon which interest
      shall be calculated if other than that of a 360-day year of twelve 30-day
      months;

            (8) The Make-Whole Amount, if any, or method for determining the
      Make-Whole Amount, if any, payable with respect to such Securities, and
      the terms upon which such amount, if any, will be payable;

            (9) The place or places where the principal of (and premium or
      Make-Whole Amount, if any) and interest, if any, on such Securities will
      be payable, where such Securities may be surrendered for registration of
      transfer or conversion or exchange and where notices or demands to or upon
      the Company in respect of such Securities and this Indenture may be
      served;

            (10) The period or periods, if any, within which, the price or
      prices at which and the other terms and conditions upon which such
      Securities may, pursuant to any optional or mandatory redemption
      provisions, be redeemed, as a whole or in part, at the option of the
      Company;

            (11) The obligation, if any, of the Company to redeem, repay or
      purchase such Securities pursuant to any sinking fund or analogous
      provision or at the option of a holder thereof, and the period or periods
      within which, the price or prices at which and the other

                                     19



      terms and conditions upon which such Securities will be redeemed,
      repaid or purchased, as a whole or in part, pursuant to such obligation;

            (12) If other than Dollars, the currency or currencies in which such
      Securities are denominated and payable, which may be a foreign currency or
      units of two or more foreign currencies or a composite currency or
      currencies, the manner of determining the equivalent thereof in Dollars
      for purposes of the definition of "Outstanding" in Section 101, and the
      terms and conditions relating thereto;

            (13) Whether the amount of payments of principal of (and premium or
      Make-Whole Amount, if any, including any amount due upon redemption, if
      any) or interest, if any, on such Securities may be determined with
      reference to an index, formula or other method (which index, formula or
      method may, but need not be, based on the yield on or trading price of
      other securities, including United States Treasury securities or on a
      currency, currencies, currency unit or units, or composite currency or
      currencies) and the manner in which such amounts shall be determined;

            (14) Whether the principal of (and premium or Make-Whole Amount, if
      any) or interest on the Securities of the series are to be payable, at the
      election of the Company or a Holder thereof, in a currency or currencies,
      currency unit or units or composite currency or currencies other than that
      in which such Securities are denominated or stated to be payable, the
      period or periods within which, and the terms and conditions upon which,
      such election may be made, and the time and manner of, and identity of the
      exchange rate agent with responsibility for, determining the exchange rate
      between the currency or currencies, currency unit or units or composite
      currency or currencies in which such Securities are denominated or stated
      to be payable and the currency or currencies, currency unit or units or
      composite currency or currencies in which such Securities are to be so
      payable;

            (15) Provisions, if any, granting special rights to the Holders of
      Securities of the series upon the occurrence of such events as may be
      specified;

            (16) Any deletions from, modifications of or additions to the Events
      of Default or covenants of the Company with respect to Securities of the
      series, whether or not such Events of Default or covenants are consistent
      with the Events of Default or covenants set forth herein;

            (17) Whether and under what circumstances the Company will pay any
      additional amounts on such Securities in respect of any tax, assessment or
      governmental charge and, if so, whether the Company will have the option
      to redeem such Securities in lieu of making such payment;

            (18) Whether Securities of the series are to be issuable as
      Registered Securities, Bearer Securities (with or without coupons) or
      both, any restrictions applicable to the offer, sale or delivery of Bearer
      Securities and the terms upon which Bearer Securities of the series may be
      exchanged for Registered Securities of the series and vice versa (if
      permitted by applicable laws and regulations), whether any Securities of
      the series are to

                                     20



      be issuable initially in temporary global form and whether any Securities
      of the series are to be issuable in permanent global form with or without
      coupons and, if so, whether beneficial owners of interests in any such
      permanent global Security may, or shall be required to, exchange such
      interests for Securities of such series and of like tenor of any
      authorized form and denomination and the circumstances under which any
      such exchanges may, or shall be required to, occur, if other than in the
      manner provided in the Indenture, and, if Registered Securities of the
      series are to be issuable as a Global Security, the identity of the
      depository for such series;

            (19) The date as of which any Bearer Securities of the series and
      any temporary Global Security representing outstanding Securities of the
      series shall be dated if other than the date of original issuance of the
      first Security of the series to be issued;

            (20) The Person to whom any interest on any Registered Security of
      the series shall be payable, if other than the Person in whose name that
      Security (or one or more Predecessor Securities) is registered at the
      close of business on the Regular Record Date for such interest, the manner
      in which, or the Person to whom, any interest on any Bearer Security of
      the series shall be payable, if otherwise than upon presentation and
      surrender of the coupons appertaining thereto as they severally mature,
      and the extent to which, or the manner in which, any interest payable on a
      temporary Global Security on an Interest Payment Date will be paid if
      other than in the manner provided herein; provided, however, in each case,
      that the manner of determining such Person or making such payment shall be
      acceptable to the Trustee (as not imposing on it any undue administrative
      burden or risk of liability);

            (21)  The applicability, if any, of the Defeasance and Covenant
      Defeasance provisions of Article Fourteen hereof to the Securities of
      the series;

            (22) The obligation, if any, of the Company to permit the conversion
      of the Securities of such series into Common Stock or Preferred Stock, as
      the case may be, and the terms and conditions upon which such conversion
      shall be effected (including, without limitation, the initial conversion
      price or rate, the conversion period, any adjustment of the applicable
      conversion price and any requirements relative to the reservation of such
      shares for purposes of conversion);

            (23) If the Securities of such series are to be issuable in
      definitive form (whether upon original issue or upon exchange of a
      temporary Security of such series) only upon receipt of certain
      certificates or other documents or satisfaction of other conditions, then
      the form and/or terms of such certificates, documents or conditions;

            (24) Designation of the Trustee, if different from the Trustee under
      the Indenture, with respect to such series and the terms applicable to
      such Trustee (which shall be accepted by such Trustee by its execution and
      delivery of a supplemental indenture as provided therein);

            (25)  Applicable CUSIP Numbers; and

                                       21



            (26) Any other terms of the series (which terms shall not be
      inconsistent with the provisions of this Indenture).

      All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in the
case of Registered Securities, as to denomination and except as may otherwise be
provided in or pursuant to such Board Resolution (subject to Section 303) and
set forth in such Officers' Certificate or in any such indenture supplemental
hereto. All Securities of any one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened, without the consent of
the Holders, for issuances of additional Securities of such series.

      If any of the terms of the Securities of any series are established by
action taken pursuant to one or more Board Resolutions, a copy of an appropriate
record of such action(s) shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officers' Certificate setting forth the terms of the Securities
of such series.

      SECTION 302. DENOMINATIONS. The Securities of each series shall be
issuable in such denominations as shall be specified as contemplated by Section
301. With respect to Securities of any series denominated in Dollars, in the
absence of any such provisions with respect to the Securities of any series, the
Securities of such series, other than Global Securities (which may be of any
denomination), shall be issuable in denominations of $1,000 and any integral
multiple thereof.

      SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities and any coupons appertaining thereto shall be executed on behalf of
the Company by its Chairman of the Board, its President or one of its Vice
Presidents, under its corporate seal reproduced thereon, and attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities and coupons may be manual or facsimile signatures of
the present or any future such authorized officer and may be imprinted or
otherwise reproduced on the Securities.

      Securities or coupons bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities or coupons.

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series, together with any
coupon appertaining thereto, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities (accompanied by a copy of the Board Resolution and
the Officers' Certificate or supplemental indenture contemplated by Section
301), and the Trustee in accordance with the Company Order shall authenticate
and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its
original issuance, no Bearer Security shall be mailed or otherwise delivered to
any location in the United States; and PROVIDED FURTHER that, unless otherwise
specified with respect to any series of Securities pursuant to Section 301, a


                                       22




Bearer Security may be delivered in connection with its original issuance only
if the Person entitled to receive such Bearer Security shall have furnished a
certificate to Euroclear or Clearstream, as the case may be, in the form set
forth in EXHIBIT B-1 to this Indenture or such other certificate as may be
specified by the Company with respect to any series of Securities pursuant to
Section 301, dated no earlier than 15 days prior to the earlier of the date on
which such Bearer Security is delivered and the date on which any temporary
Security first becomes exchangeable for such Bearer Security in accordance with
the terms of such temporary Security and this Indenture. If any Security shall
be represented by a permanent global Bearer Security, then, for purposes of this
Section and Section 304, the notation of a beneficial owner's interest therein
upon original issuance of such Security or upon exchange of a portion of a
temporary Global Security shall be deemed to be delivery in connection with its
original issuance of such beneficial owner's interest in such permanent Global
Security. Except as permitted by Section 306, the Trustee shall not authenticate
and deliver any Bearer Security unless all appurtenant coupons for interest then
matured have been detached and canceled.

      If all the Securities of any series are not to be issued at one time and
if the Board Resolution or supplemental indenture establishing such series shall
so permit, such Company Order may set forth procedures acceptable to the Trustee
for the issuance of such Securities and determining the terms of particular
Securities of such series, such as interest rate or formula, maturity date, date
of issuance and date from which interest shall accrue. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to TIA Section 315(a) through 315(d)) shall be fully protected in
relying upon,

                  (i)   an Opinion of Counsel stating that

                        (a)   the form or forms of such Securities and any
                  coupons have been established in conformity with the
                  provisions of this Indenture;

                        (b)   the terms of such Securities and any coupons
                  have been established in conformity with the provisions of
                  this Indenture; and

                        (c) such Securities, together with any coupons
                  appertaining thereto, when completed by appropriate insertions
                  and executed and delivered by the Company to the Trustee for
                  authentication in accordance with this Indenture,
                  authenticated and delivered by the Trustee in accordance with
                  this Indenture and issued by the Company in the manner and
                  subject to any conditions specified in such Opinion of
                  Counsel, will constitute legal, valid and legally binding
                  obligations of the Company, enforceable in accordance with
                  their terms, subject to applicable bankruptcy, insolvency,
                  fraudulent transfer, reorganization and other similar laws of
                  general applicability relating to or affecting the enforcement
                  of creditors' rights generally and to general equitable
                  principles; and

                                       23



                  (ii) an Officers' Certificate stating that all conditions
            precedent provided for in this Indenture relating to the issuance of
            the Securities have been complied with and that, to the best of the
            knowledge of the signers of such certificate, that no Event of
            Default with respect to any of the Securities shall have occurred
            and be continuing.

      If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities (or to enter into the related
supplemental indenture, if applicable) if the issue of such Securities pursuant
to this Indenture will affect the Trustee's own rights, duties, obligations or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

      Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Officers' Certificate otherwise required
pursuant to Section 301 or a Company Order, or an Opinion of Counsel or an
Officers' Certificate otherwise required pursuant to the preceding paragraph at
the time of issuance of each Security of such series, but such order, opinion
and certificates, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series.

      Each Registered Security shall be dated the date of its authentication and
each Bearer Security shall be dated as of the date specified as contemplated by
Section 301.

      No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security or Security to which such coupon appertains a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee (subject to Section 611) by manual signature of an authorized
signatory, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security (including a Global Security)
shall have been authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.

      SECTION 304.      TEMPORARY SECURITIES.

            (a) Pending the preparation of definitive Securities of any series,
the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form, or, if authorized, in bearer form with one or
more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions

                                       24



and other variations as the officers executing such Securities may determine,
as conclusively evidenced by their execution of such Securities. In the case
of Securities of any series, such temporary Securities may be in global form.

      Except in the case of temporary Global Securities (which shall be
exchanged as otherwise provided herein or as otherwise provided in or pursuant
to a Board Resolution or supplemental indenture pursuant to Section 301), if
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series (accompanied by any non-matured coupons appertaining thereto), the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of the same series of
authorized denominations; PROVIDED, HOWEVER, that no definitive Bearer Security
shall be delivered in exchange for a temporary Registered Security; and PROVIDED
FURTHER that a definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth in
Section 303. Until so exchanged, the temporary Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.

            (b) Unless otherwise provided in or pursuant to a Board Resolution
or supplemental indenture pursuant to Section 301, the following provisions of
this Section 304(b) shall govern the exchange of temporary Securities other than
through the facilities of the DTC. If any such temporary Security is issued in
global form, then such temporary Global Security shall, unless otherwise
provided therein, be delivered to the London office of a depository or common
depository upon and pursuant to written direction of the Company (the "Common
Depository"), for the benefit of Euroclear and Clearstream, for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).

      Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary Global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary Global Security, executed by the Company. On or after
the Exchange Date, such temporary Global Security shall be surrendered by the
Common Depository to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary Global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary Global Security to be
exchanged. The definitive Securities to be delivered in exchange for any such
temporary Global Security shall be in bearer form, registered form, permanent
global bearer form or permanent global registered form, or any combination
thereof, as specified as contemplated by Section 301, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof (as
directed by or pursuant to information provided by the Common Depository);
PROVIDED,

                                       25



HOWEVER, that, unless otherwise specified in such temporary Global Security,
upon such presentation by the Common Depository, such temporary Global
Security shall be accompanied by a certificate dated the Exchange Date or a
subsequent date and signed by Euroclear as to the portion of such temporary
Global Security held for its account then to be exchanged and a certificate
dated the Exchange Date or a subsequent date and signed by Clearstream as to
the portion of such temporary Global Security held for its account then to be
exchanged, each in the form set forth in EXHIBIT B-2 to this Indenture or in
such other form as may be established pursuant to Section 301; and PROVIDED
FURTHER that definitive Bearer Securities shall be delivered in exchange for
a portion of a temporary Global Security only in compliance with the
requirements of Section 303.

      Unless otherwise specified in such temporary Global Security, the interest
of a beneficial owner of Securities of a series in a temporary Global Security
shall be exchanged for definitive Securities of the same series and of like
tenor following the Exchange Date when the account holder instructs Euroclear or
Clearstream, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or Clearstream, as the case may be, a certificate in the
form set forth in EXHIBIT B-1 to this Indenture (or in such other form as may be
established pursuant to Section 301), dated no earlier than 15 days prior to the
Exchange Date, copies of which certificate shall be available from the offices
of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed
for such series of Securities and each Paying Agent. Unless otherwise specified
in such temporary Global Security, any such exchange shall be made free of
charge to the beneficial owners of such temporary Global Security, except that a
Person receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like unless such Person takes delivery of such definitive
Securities in person at the offices of Euroclear or Clearstream. Definitive
Securities in bearer form to be delivered in exchange for any portion of a
temporary Global Security shall be delivered only to an address located outside
the United States.

      Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of the same series and
of like tenor authenticated and delivered hereunder, except that, unless
otherwise specified as contemplated by Section 301, interest payable on a
temporary Global Security on an Interest Payment Date for Securities of such
series occurring prior to the applicable Exchange Date shall be payable to
Euroclear and Clearstream on such Interest Payment Date upon delivery by
Euroclear and Clearstream to the Trustee of a certificate or certificates in
the form set forth in EXHIBIT B-2 to this Indenture (or in such other forms
as may be established pursuant to Section 301), for credit without further
interest on or after such Interest Payment Date to the respective accounts of
Persons who are the beneficial owners of such temporary Global Security on
such Interest Payment Date and who have each delivered to Euroclear or
Clearstream, as the case may be, a certificate dated no earlier than 15 days
prior to the Interest Payment Date occurring prior to such Exchange Date in
the form set forth as EXHIBIT B-1 to this Indenture (or in such other forms
as may be established pursuant to Section 301). Notwithstanding anything to
the contrary herein contained, the certifications made pursuant to this
paragraph shall satisfy the certification requirements of the preceding two
paragraphs of this Section 304(b) and of the third paragraph of Section 303
of this Indenture and the interests of the Persons who are the beneficial
owners of the temporary Global Security with respect to which

                                       26



such certification was made will be exchanged for definitive Securities of
the same series and of like tenor on the Exchange Date or the date of
certification if such date occurs after the Exchange Date, without further
act or deed by such beneficial owners. Except as otherwise provided in this
paragraph, no payments of principal or interest owing with respect to a
beneficial interest in a temporary Global Security will be made unless and
until such interest in such temporary Global Security shall have been
exchanged for an interest in a definitive Security. Any interest so received
by Euroclear and Clearstream and not paid as herein provided shall be
returned to the Trustee prior to the expiration of two years after such
Interest Payment Date in order to be repaid to the Company.

      SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER, CONVERSION AND
EXCHANGE. The Company shall cause to be kept at the Corporate Trust Office of
the Trustee or in any office or agency of the Company in a Place of Payment a
register for each series of Securities (the registers maintained in such office
or in any such office or agency of the Company in a Place of Payment being
herein sometimes referred to collectively as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Securities and of transfers of
Registered Securities. The Security Register shall be in written form or any
other form capable of being converted into written form within a reasonable
time. The Trustee, at its Corporate Trust Office, is hereby initially appointed
"Security Registrar" for the purpose of registering Registered Securities and
transfers of Registered Securities on such Security Register as herein provided.
In the event that the Trustee shall cease to be Security Registrar, it shall
have the right to examine, and be provided a copy of, the Security Register at
all reasonable times.

      Subject to the provisions of this Section 305, upon surrender for
registration of transfer of any Registered Security of any series at any office
or agency of the Company in a Place of Payment for that series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Registered Securities
of the same series, of any authorized denominations and of a like aggregate
principal amount, bearing a number not contemporaneously outstanding, and
containing identical terms and provisions.

      Subject to the provisions of this Section 305, at the option of the
Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series, of any authorized denomination or
denominations and of a like aggregate principal amount, containing identical
terms and provisions, upon surrender of the Registered Securities to be
exchanged at any such office or agency. Whenever any such Registered Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Registered Securities which the Holder
making the exchange is entitled to receive. Unless otherwise specified with
respect to any series of Securities as contemplated by Section 301, Bearer
Securities may not be issued in exchange for Registered Securities.

      If (but only if) permitted by the applicable Board Resolution and (subject
to Section 303) set forth in the applicable Officers' Certificate, or in any
indenture supplemental hereto, delivered as contemplated by Section 301, at the
option of the Holder, Bearer Securities of any series may be exchanged for
Registered Securities of the same series of any authorized

                                       27



denominations and of a like aggregate principal amount and tenor, upon
surrender of the Bearer Securities to be exchanged at any such office or
agency, with all unmatured coupons and all matured coupons in default thereto
appertaining. If the Holder of a Bearer Security is unable to produce any
such unmatured coupon or coupons or matured coupon or coupons in default, any
such permitted exchange may be effected if the Bearer Securities are
accompanied by payment in funds acceptable to the Company in an amount equal
to the face amount of such missing coupon or coupons, or the surrender of
such missing coupon or coupons may be waived by the Company and the Trustee
if there is furnished to them such security or indemnity as they may require
to save each of them and any Paying Agent harmless. If thereafter the Holder
of such Security shall surrender to any Paying Agent any such missing coupon
in respect of which such a payment shall have been made, such Holder shall be
entitled to receive the amount of such payment; PROVIDED, HOWEVER, that,
except as otherwise provided in Section 1002, interest represented by coupons
shall be payable only upon presentation and surrender of those coupons at an
office or agency located outside the United States. Notwithstanding the
foregoing, in case a Bearer Security of any series is surrendered at any such
office or agency in a permitted exchange for a Registered Security of the
same series and like tenor after the close of business at such office or
agency on (i) any Regular Record Date and before the opening of business at
such office or agency on the relevant Interest Payment Date, or (ii) any
Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on
such Interest Payment Date or proposed date for payment, as the case may be,
in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture. Whenever any Securities are
so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange
is entitled to receive.

      Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent Global Security shall be exchangeable
only as provided in this paragraph. If the depository for any permanent Global
Security is DTC, then, unless the terms of such Global Security expressly permit
such Global Security to be exchanged in whole or in part for definitive
Securities, a Global Security may be transferred, in whole but not in part, only
to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for
such Global Security selected or approved by the Company or to a nominee of such
successor to DTC. If at any time DTC notifies the Company that it is unwilling
or unable to continue as depository for the applicable Global Security or
Securities or if at any time DTC ceases to be a clearing agency registered under
the Securities Exchange Act of 1934 if so required by applicable law or
regulation, the Company shall appoint a successor depository with respect to
such Global Security or Securities. If (x) a successor depository for such
Global Security or Securities is not appointed by the Company within 90 days
after the Company receives such notice or becomes aware of such unwillingness,
inability or ineligibility, (y) an Event of Default has occurred and is
continuing and the beneficial owners representing a majority in principal amount
of the applicable series of Securities represented by such Global Security or
Securities advise DTC to cease acting as depository for such Global Security or
Securities or (z) the Company, in its sole discretion, determines at any time
that all Outstanding Securities (but not less than all) of any

                                       28



series issued or issuable in the form of one or more Global Securities shall
no longer be represented by such Global Security or Securities, then the
Company shall execute, and the Trustee shall authenticate and deliver
definitive Securities of like series, rank, tenor and terms in definitive
form in an aggregate principal amount equal to the principal amount of such
Global Security or Securities. If any beneficial owner of an interest in a
permanent global Security is otherwise entitled to exchange such interest for
Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated by Section 301
and provided that any applicable notice provided in the permanent Global
Security shall have been given, then without unnecessary delay but in any
event not later than the earliest date on which such interest may be so
exchanged, the Company shall execute, and the Trustee shall authenticate and
deliver definitive Securities in aggregate principal amount equal to the
principal amount of such beneficial owner's interest in such permanent Global
Security. On or after the earliest date on which such interests may be so
exchanged, such permanent Global Security shall be surrendered for exchange
by DTC or such other depository as shall be specified in the Company Order
with respect thereto to the Trustee, as the Company's agent for such purpose;
PROVIDED, HOWEVER, that no such exchanges may occur during a period beginning
at the opening of business 15 days before any selection of Securities to be
redeemed and ending on the relevant Redemption Date if the Security for which
exchange is requested may be among those selected for redemption; and
PROVIDED FURTHER that no Bearer Security delivered in exchange for a portion
of a permanent Global Security shall be mailed or otherwise delivered to any
location in the United States. If a Registered Security is issued in exchange
for any portion of a permanent Global Security after the close of business at
the office or agency where such exchange occurs on (i) any Regular Record
Date and before the opening of business at such office or agency on the
relevant Interest Payment Date, or (ii) any Special Record Date and the
opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, interest or Defaulted Interest, as the case
may be, will not be payable on such Interest Payment Date or proposed date
for payment, as the case may be, in respect of such Registered Security, but
will be payable on such Interest Payment Date or proposed date for payment,
as the case may be, only to the Person to whom interest in respect of such
portion of such permanent Global Security is payable in accordance with the
provisions of this Indenture.

      All Securities issued upon any registration of transfer or conversion or
exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or conversion or
exchange.

      Every Registered Security presented or surrendered for registration of
transfer or for conversion, exchange or redemption shall (if so required by the
Company or the Security Registrar) be duly endorsed, or be accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing.

      No service charge shall be made to the Holder for any registration of
transfer or conversion or exchange of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any

                                       29



registration of transfer or conversion or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any
transfer.

      The Company or the Trustee, as applicable, shall not be required (i) to
issue, register the transfer of or exchange any Security if such Security may be
among those selected for redemption during a period beginning at the opening of
business 15 days before selection of the Securities to be redeemed under Section
1103 and ending at the close of business on (A) if such Securities are issuable
only as Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if such Securities are issuable as Bearer Securities, the day
of the first publication of the relevant notice of redemption or, if such
Securities are also issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except, in the case of any Registered Security
to be redeemed in part, the portion thereof not to be redeemed, or (iii) to
exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and
like tenor, PROVIDED that such Registered Security shall be simultaneously
surrendered for redemption, or (iv) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment at the option of
the Holder, except the portion, if any, of such Security not to be so repaid.


      SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If any
mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee or the Company, together with, in proper cases, such
security or indemnity as may be required by the Company or the Trustee to save
each of them or any agent of either of them harmless, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and principal amount, containing identical terms and
provisions and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to the surrendered Security.

      If there shall be delivered to the Company and to the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security or
coupon, and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security to which a
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a new Security of the same series and principal
amount, containing identical terms and provisions and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.

      Notwithstanding the provisions of the previous two paragraphs, in case any
such mutilated, destroyed, lost or stolen Security or coupon has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Security, with coupons corresponding to the coupons, if any,
appertaining to such destroyed, lost or stolen Security or to

                                       30




the Security to which such destroyed, lost or stolen coupon appertains, pay
such Security or coupon; PROVIDED, HOWEVER, that payment of principal of (and
premium or Make-Whole Amount, if any), and any interest on, Bearer Securities
shall, except as otherwise provided in Section 1002, be payable only at an
office or agency located outside the United States and, unless otherwise
specified as contemplated by Section 301, any interest on Bearer Securities
shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

      Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

      Every new Security of any series with its coupons, if any, issued pursuant
to this Section in lieu of any destroyed, lost or stolen Security, or in
exchange for a Security to which a destroyed, lost or stolen coupon appertains,
shall constitute an original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security and its coupons, if any,
or the destroyed, lost or stolen coupon shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series and their
coupons, if any, duly issued hereunder.

      The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or coupons.

      SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Except as
otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 301, interest on any Registered Security that is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest at the office or agency of the Company maintained
for such purpose pursuant to Section 1002; PROVIDED, HOWEVER, that each
installment of interest on any Registered Security may at the Company's option
be paid by (i) mailing a check for such interest, payable to or upon the written
order of the Person entitled thereto pursuant to Section 308, to the address of
such Person as it appears on the Security Register or (ii) transfer to an
account maintained by the payee located inside the United States.

      Unless otherwise provided as contemplated by Section 301 with respect to
the Securities of any series, payment of interest may be made, in the case of a
Bearer Security, by transfer to an account maintained by the payee with a bank
located outside the United States.

      Unless otherwise provided as contemplated by Section 301, every permanent
global Security will provide that interest, if any, payable on any Interest
Payment Date will be paid to DTC, Euroclear and/or Clearstream, as the case may
be, with respect to that portion of such permanent global Security held for its
account by Cede & Co. or the Common Depository, as the case may be, for the
purpose of permitting such party to credit the interest received by it in
respect of such permanent global Security to the accounts of the beneficial
owners thereof.

                                       31



      In case a Bearer Security of any series is surrendered in exchange for a
Registered Security of such series after the close of business (at an office or
agency in a Place of Payment for such series) on any Regular Record Date and
before the opening of business (at such office or agency) on the next succeeding
Interest Payment Date, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date and interest will not be payable
on such Interest Payment Date in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this Indenture.

      Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, any interest on any Registered
Security of any series that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called "Defaulted Interest")
shall forthwith cease to be payable to the registered Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

            (1) The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Registered Securities of such series (or
      their respective Predecessor Securities) are registered at the close of
      business on a Special Record Date for the payment of such Defaulted
      Interest, which shall be fixed in the following manner. The Company shall
      notify the Trustee in writing of the amount of Defaulted Interest proposed
      to be paid on each Registered Security of such series and the date of the
      proposed payment (which shall not be less than 20 days after such notice
      is received by the Trustee), and at the same time the Company shall
      deposit with the Trustee an amount of money in the currency or currencies,
      currency unit or units or composite currency or currencies in which the
      Securities of such series are payable (except as otherwise specified
      pursuant to Section 301 for the Securities of such series) equal to the
      aggregate amount proposed to be paid in respect of such Defaulted Interest
      or shall make arrangements satisfactory to the Trustee for such deposit on
      or prior to the date of the proposed payment, such money when deposited to
      be held in trust for the benefit of the Persons entitled to such Defaulted
      Interest as in this clause provided. Thereupon the Trustee shall fix a
      Special Record Date for the payment of such Defaulted Interest which shall
      be not more than 15 days and not less than 10 days prior to the date of
      the proposed payment and not less than 10 days after the receipt by the
      Trustee of the notice of the proposed payment. The Trustee shall promptly
      notify the Company of such Special Record Date and, in the name and at the
      expense of the Company, shall cause notice of the proposed payment of such
      Defaulted Interest and the Special Record Date therefor to be mailed,
      first-class postage prepaid, to each Holder of Registered Securities of
      such series at his address as it appears in the Security Register not less
      than 10 days prior to such Special Record Date. The Trustee may, in its
      discretion, in the name and at the expense of the Company, cause a similar
      notice to be published at least once in an Authorized Newspaper in each
      Place of Payment, but such publications shall not be a condition precedent
      to the establishment of such Special Record Date. Notice of the proposed
      payment of such Defaulted Interest and the Special Record Date therefor
      having been mailed as aforesaid, such Defaulted Interest shall be paid to
      the Persons in whose

                                       32



      names the Registered Securities of such series (or their respective
      Predecessor Securities) are registered at the close of business on such
      Special Record Date and shall no longer be payable pursuant to the
      following clause (2). In case a Bearer Security of any series is
      surrendered at the office or agency in a Place of Payment for such
      series in exchange for a Registered Security of such series after the
      close of business at such office or agency on any Special Record Date and
      before the opening of business at such office or agency on the related
      proposed date for payment of Defaulted Interest, such Bearer Security
      shall be surrendered without the coupon relating to such proposed date of
      payment and Defaulted Interest will not be payable on such proposed date
      of payment in respect of the Registered Security issued in exchange for
      such Bearer Security, but will be payable only to the Holder of such
      coupon when due in accordance with the provisions of this Indenture.


            (2) The Company may make payment of any Defaulted Interest on the
      Registered Securities of any series in any other lawful manner not
      inconsistent with the requirements of any securities exchange on which
      such Securities may be listed, and upon such notice as may be required by
      such exchange, if, after notice given by the Company to the Trustee of the
      proposed payment pursuant to this clause, such manner of payment shall be
      deemed practicable by the Trustee.

      Subject to the foregoing provisions of this Section and Section 305, each
Security delivered under this Indenture upon registration of transfer of or upon
conversion of or in exchange for or in lieu of any other Security shall carry
the rights to interest accrued and unpaid, and to accrue, which were carried by
such other Security.


      SECTION 308. PERSONS DEEMED OWNERS. Prior to due presentment of a
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Security for the purpose
of receiving payment of principal of (and premium or Make-Whole Amount, if any),
and (subject to Sections 305 and 307) interest on, such Registered Security and
for all other purposes whatsoever, whether or not such Registered Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary. All such payments so
made to any such Person, or upon such Person's order, shall be valid, and, to
the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for money payable upon any such Security.

      Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the Holder of any Bearer Security and the Holder of any coupon
as the absolute owner of such Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Security or coupon be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.

      No holder of any beneficial interest in any Global Security held on its
behalf by a depository shall have any rights under this Indenture with respect
to such Global Security and

                                       33



such depository (which is the Holder of such security) shall be treated by
the Company, the Trustee, and any agent of the Company or the Trustee as the
owner of such Global Security for all purposes whatsoever. None of the
Company, the Trustee, any Paying Agent or the Security Registrar will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

      Notwithstanding the foregoing, with respect to any Global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by any depository, as a Holder, with respect to
such Global Security or impair, as between such depository and owners of
beneficial interests in such Global Security, the operation of customary
practices governing the exercise of the rights of such depository (or its
nominee) as Holder of such Global Security.

      SECTION 309. CANCELLATION. All Securities and coupons surrendered for
payment, redemption, repayment at the option of the Holder, registration of
transfer or conversion or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee, and any such Securities and coupons surrendered directly to the
Trustee for any such purpose shall be promptly cancelled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly cancelled by the Trustee. If the
Company shall so acquire any of the Securities, however, such acquisition shall
not operate as a redemption or satisfaction of the indebtedness represented by
such Securities unless and until the same are surrendered to the Trustee for
cancellation. No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. Cancelled Securities and coupons held by the
Trustee shall be disposed of by the Trustee in its customary manner.

      SECTION 310. COMPUTATION OF INTEREST. Except as otherwise specified as
contemplated by Section 301 with respect to Securities of any series, interest
on the Securities of each series shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.


      SECTION 311. CUSIP NUMBERS. The Company in issuing the Securities may use
"CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Holders; PROVIDED
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the "CUSIP" numbers.

                                       34




                  ARTICLE FOUR - SATISFACTION AND DISCHARGE

      SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture shall
upon Company Request cease to be of further effect with respect to any series of
Securities specified in such Company Request (except as to any surviving rights
of registration of transfer or conversion or exchange of Securities of such
series herein expressly provided for), and the Trustee, upon receipt of a
Company Order, and at the expense of the Company, shall execute instruments in
form and substance satisfactory to the Trustee and the Company acknowledging
satisfaction and discharge of this Indenture as to such series when

            (1)   either

                  (A) all Securities of such series theretofore authenticated
            and delivered and all coupons, if any, appertaining thereto (other
            than (i) coupons appertaining to Bearer Securities surrendered for
            exchange for Registered Securities and maturing after such exchange,
            whose surrender is not required or has been waived as provided in
            Section 305, (ii) Securities and coupons of such series which have
            been destroyed, lost or stolen and which have been replaced or paid
            as provided in Section 306, (iii) coupons appertaining to Securities
            called for redemption and maturing after the relevant Redemption
            Date, whose surrender has been waived as provided in Section 1106,
            and (iv) Securities and coupons of such series for whose payment
            money has theretofore been deposited in trust or segregated and held
            in trust by the Company and thereafter repaid to the Company or
            discharged from such trust, as provided in Section 1003) have been
            delivered to the Trustee for cancellation; or

                  (B) all Securities of such series and, in the case of (i) or
            (ii) below, any coupons appertaining thereto not theretofore
            delivered to the Trustee for cancellation

                  (i)   have become due and payable, or

                  (ii)  will become due and payable at their Stated Maturity
            within one year, or

                  (iii) if redeemable at the option of the Company, are to be
            called for redemption within one year under arrangements
            satisfactory to the Trustee for the giving of notice of redemption
            by the Trustee in the name, and at the expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust for
the purpose an amount in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable, sufficient to pay and discharge the entire indebtedness on such
Securities and such coupons not theretofore delivered to the Trustee for
cancellation, for principal (and premium or Make-Whole Amount, if any) and
interest to the date of such deposit (in the case of

                                       35



Securities which have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be;

            (2) the Company has paid or caused to be paid all other sums payable
      hereunder by the Company; and

            (3) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to the satisfaction and discharge
      of this Indenture as to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under
Section 611 and, if money shall have been deposited with and held by the Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003 shall survive
such satisfaction and discharge.

      SECTION 402. APPLICATION OF TRUST FUNDS. Subject to the provisions of the
last paragraph of Section 1003, all money deposited with the Trustee pursuant to
Section 401 shall be held in trust and applied by it, in accordance with the
provisions of the Securities, the coupons and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium or Make-Whole Amount, if any), and any interest
for whose payment such money has been deposited with or received by the Trustee,
but such money need not be segregated from other funds except to the extent
required by law.

                             ARTICLE FIVE - REMEDIES

      SECTION 501. EVENTS OF DEFAULT. "Event of Default," wherever used herein
with respect to any particular series of Securities, means any one of the
following events (whatever the reason for such Event of Default and whether or
not it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

            (1) default in the payment of any interest on any Security of that
      series or of any coupon appertaining thereto, when such interest or coupon
      becomes due and payable, and continuance of such default for a period of
      30 days; or

            (2) default in the payment of the principal of (or premium or
      Make-Whole Amount, if any, on) any Security of that series when it becomes
      due and payable at its Maturity; or

            (3) default in the deposit of any sinking fund payment, when and as
      due by the terms of any Security of that series; or

                                       36



            (4) default in the performance, or breach, of any covenant or
      warranty of the Company in this Indenture with respect to any Security of
      that series (other than a covenant or warranty a default in whose
      performance or whose breach is elsewhere in this Section specifically
      dealt with), and continuance of such default or breach for a period of 60
      days after there has been given, by registered or certified mail, to the
      Company by the Trustee or to the Company and the Trustee by the Holders of
      at least 25% in principal amount of the Outstanding Securities of that
      series a written notice specifying such default or breach and requiring it
      to be remedied and stating that such notice is a "Notice of Default"
      hereunder; or

            (5) default under any bond, debenture, note, mortgage, indenture or
      instrument under which there may be issued or by which there may be
      secured or evidenced any indebtedness for money borrowed by the Company
      (or by any Subsidiary, the repayment of which the Company has guaranteed
      or for which the Company is directly responsible or liable as obligor or
      guarantor), having an aggregate principal amount outstanding of at least
      $30,000,000, whether such indebtedness now exists or shall hereafter be
      created, which default shall have resulted in such indebtedness becoming
      or being declared due and payable prior to the date on which it would
      otherwise have become due and payable, without such indebtedness having
      been discharged, or such acceleration having been rescinded or annulled,
      within a period of 30 days after there shall have been given, by
      registered or certified mail, to the Company by the Trustee or to the
      Company and the Trustee by the Holders of at least 10% in principal amount
      of the Outstanding Securities of that series a written notice specifying
      such default and requiring the Company to cause such indebtedness to be
      discharged or cause such acceleration to be rescinded or annulled and
      stating that such notice is a "Notice of Default" hereunder; or

            (6) the Company or any Significant Subsidiary pursuant to or within
      the meaning of any Bankruptcy Law:

                  (A)   commences a voluntary case,

                  (B)   consents to the entry of an order for relief against
            it in an involuntary case,

                  (C)   consents to the appointment of a Custodian of it or
            for all or substantially all of its property, or

                  (D)   makes a general assignment for the benefit of its
            creditors; or


            (7) a court of competent jurisdiction enters an order or decree
      under any Bankruptcy Law that:

                  (A)   is for relief against the Company or any Significant
            Subsidiary in an involuntary case,

                                       37



                  (B)   appoints a Custodian of the Company or any
            Significant Subsidiary or for all or substantially all of either
            of its property, or

                  (C) orders the liquidation of the Company or any Significant
            Subsidiary, and the order or decree remains unstayed and in effect
            for 90 days; or

            (8) any other Event of Default provided with respect to Securities
      of that series.

      As used in this Section 501, the term "Bankruptcy Law" means title 11,
U.S. Code or any similar Federal or state law for the relief of debtors and the
term "Custodian" means any receiver, trustee, assignee, liquidator or other
similar official under any Bankruptcy Law.

      SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if Securities of
that Series are Original Issue Discount Securities or Indexed Securities, such
portion of the principal as may be specified in the terms thereof) of all the
Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders), and upon
any such declaration such principal or specified portion thereof shall become
immediately due and payable.

      At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration of acceleration and its
consequences if:

            (1) the Company has paid or deposited with the Trustee a sum
      sufficient to pay in the currency, currency unit or composite currency in
      which the Securities of such series are payable (except as otherwise
      specified pursuant to Section 301 for the Securities of such series):

                  (A) all overdue installments of interest on all
            Outstanding Securities of that series and any related coupons,

                  (B) the principal of (and premium or Make-Whole Amount, if
            any, on) any Outstanding Securities of that series which have become
            due otherwise than by such declaration of acceleration and interest
            thereon at the rate or rates borne by or provided for in such
            Securities,

                  (C) to the extent that payment of such interest is lawful,
            interest upon overdue installments of interest at the rate or rates
            borne by or provided for in such Securities, and

                                       38



                  (D) all sums paid or advanced by the Trustee hereunder and the
            reasonable compensation, expenses, disbursements and advances of the
            Trustee, its agents and counsel; and

            (2) all Events of Default with respect to Securities of that series,
      other than the nonpayment of the principal of (or premium or Make-Whole
      Amount, if any) or interest on Securities of that series which have become
      due solely by such declaration of acceleration, have been cured or waived
      as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

      SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.  The Company covenants that if:

            (1) default is made in the payment of any installment of interest on
      any Security of any series and any related coupon when such interest
      becomes due and payable and such default continues for a period of 30
      days, or

            (2)   default is made in the payment of the principal of (or
      premium or Make-Whole Amount, if any, on) any Security of any series at
      its Maturity,

then the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities of such series and coupons, the whole
amount then due and payable on such Securities and coupons for principal (and
premium or Make-Whole Amount, if any) and interest, with interest upon any
overdue principal (and premium or Make-Whole Amount, if any) and, to the extent
that payment of such interest shall be legally enforceable, upon any overdue
installments of interest at the rate or rates borne by or provided for in such
Securities, and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

      If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities of such series and
collect the moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the Company or any other obligor upon such Securities
of such series, wherever situated.

      If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series and any
related coupons by such appropriate judicial proceedings as the Trustee shall
deem necessary to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.


                                       39




      SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities of any series shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment of
overdue principal, premium or Make-Whole Amount, if any, or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise:

                  (i) to file and prove a claim for the whole amount, or such
            lesser amount as may be provided for in the Securities of such
            series, of principal (and premium or Make-Whole Amount, if any) and
            interest owing and unpaid in respect of the Securities and to file
            such other papers or documents as may be necessary or advisable in
            order to have the claims of the Trustee (including any claim for the
            reasonable compensation, expenses, disbursements and advances of the
            Trustee, its agents and counsel) and of the Holders allowed in such
            judicial proceeding, and

                  (ii)  to collect and receive any moneys or other property
            payable or deliverable on any such claims and to distribute the
            same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series and coupons to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee and any predecessor Trustee, their agents and counsel, and any other
amounts due the Trustee or any predecessor Trustee under Section 606.

      Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
or coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or coupons or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a
Security or coupon in any such proceeding.

      In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the Holders
of the Securities, and it shall not be necessary to make any Holders of the
Securities parties to any such proceedings.

      SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES
OR COUPONS. All rights of action and claims under this Indenture or any of the
Securities or coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any


                                       40




recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities and
coupons in respect of which such judgment has been recovered.

      SECTION 506. APPLICATION OF MONEY COLLECTED. Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium or Make-Whole Amount, if any) or
interest, upon presentation of the Securities or coupons, or both, as the case
may be, and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

      FIRST:  To the payment of all amounts due the Trustee and any
predecessor Trustee under Section 606;

      SECOND: To the payment of the amounts then due and unpaid upon the
Securities and coupons for principal (and premium or Make-Whole Amount, if any)
and interest, in respect of which or for the benefit of which such money has
been collected, ratably, without preference or priority of any kind, according
to the aggregate amounts due and payable on such Securities and coupons for
principal (and premium or Make-Whole Amount, if any) and interest, respectively;
and

      THIRD:  To the payment of the remainder, if any, to the Company.

      SECTION 507. LIMITATION ON SUITS. No Holder of any Security of any series
or any related coupon shall have any right to institute any proceeding, judicial
or otherwise, with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless:

            (1) such Holder has previously given written notice to the Trustee
      of a continuing Event of Default with respect to the Securities of that
      series;

            (2) the Holders of not less than 25% in principal amount of the
      Outstanding Securities of that series shall have made written request to
      the Trustee to institute proceedings in respect of such Event of Default
      in its own name as Trustee hereunder;

            (3) such Holder or Holders have offered to the Trustee indemnity
      reasonably satisfactory to the Trustee against the costs, expenses and
      liabilities to be incurred in compliance with such request;

            (4) the Trustee for 60 days after its receipt of such notice,
      request and offer of indemnity has failed to institute any such
      proceeding; and

            (5) no direction inconsistent with such written request has been
      given to the Trustee during such 60-day period by the Holders of a
      majority in principal amount of the Outstanding Securities of that series;


                                     41



it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

      SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
OR MAKE-WHOLE AMOUNT, IF ANY, AND INTEREST. Notwithstanding any other provision
in this Indenture, the Holder of any Security or coupon shall have the right
which is absolute and unconditional to receive payment of the principal of (and
premium or Make-Whole Amount, if any) and (subject to Sections 305 and 307)
interest on such Security or payment of such coupon on the respective due dates
expressed in such Security or coupon (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

      SECTION 509. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any
Holder of a Security or coupon has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, the Company, the Trustee and the
Holders of Securities and coupons shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

      SECTION 510. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities or coupons in the last paragraph of Section 306, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders of
Securities or coupons is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

      SECTION 511. DELAY OR OMISSION NOT WAIVER. No delay or omission of the
Trustee or of any Holder of any Security or coupon to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders of Securities or coupons, as the
case may be.

      SECTION 512. CONTROL BY HOLDERS OF SECURITIES. The Holders of not less
than a majority in principal amount of the Outstanding Securities of any series
shall have the right to


                                     42



direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to the Securities of such series, PROVIDED that

            (1)   such direction shall not be in conflict with any rule of
      law or with this Indenture,

            (2)   the Trustee may take any other action deemed proper by the
      Trustee which is not inconsistent with such direction, and

            (3) the Trustee need not take any action which might involve it in
      personal liability or be prejudicial to the Holders of Securities of such
      series not joining therein.

      Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction by Holders.

      SECTION 513. WAIVER OF PAST DEFAULTS. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series and any related
coupons waive any past default hereunder with respect to such series and its
consequences, except a default

            (1)   in the payment of the principal of (or premium or
      Make-Whole Amount, if any) or interest on any Security of such series
      or any related coupons, or

            (2) in respect of a covenant or provision hereof which under Article
      Nine cannot be modified or amended without the consent of the Holder of
      each Outstanding Security of such series affected; or

            (3) in respect of a covenant or provision hereof for the benefit or
      protection of the Trustee, without its express written consent.

      Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon.

      SECTION 514. WAIVER OF USURY, STAY OR EXTENSION LAWS. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.


                                     43



      SECTION 515. UNDERTAKING FOR COSTS. All parties to this Indenture agree,
and each Holder of any Security by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in such suit
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of any series, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of (or premium or Make-Whole
Amount, if any) or interest on any Security on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date).

                            ARTICLE SIX - THE TRUSTEE

      SECTION 601. NOTICE OF DEFAULTS. Within 90 days after the occurrence of
any default hereunder with respect to the Securities of any series, the Trustee
shall transmit in the manner and to the extent provided in TIA Section 313(c),
notice of such default hereunder known to the Trustee, unless such default shall
have been cured or waived; PROVIDED, HOWEVER, that, except in the case of a
default in the payment of the principal of (or premium or Make-Whole Amount, if
any) or interest on any Security of such series, or in the payment of any
sinking or purchase fund installment with respect to the Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee, or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interests of the Holders of the
Securities and coupons of such series; and PROVIDED FURTHER that in the case of
any default or breach of the character specified in Section 501(4) with respect
to the Securities and coupons of such series, no such notice to Holders shall be
given until at least 60 days after the occurrence thereof. For the purpose of
this Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to the
Securities of such series.

      SECTION 602. CERTAIN RIGHTS OF TRUSTEE.  Subject to the provisions of
TIA Section 315(a) through 315(d):

            (1) the Trustee may conclusively rely and shall be fully protected
      in acting or refraining from acting upon any resolution, certificate,
      statement, instrument, opinion, report, notice, request, direction,
      consent, order, bond, debenture, note, coupon or other paper or document
      (whether in its original or facsimile form) believed by it to be genuine
      and to have been signed or presented by the proper party or parties;


                                     44



            (2) any request or direction of the Company mentioned herein shall
      be sufficiently evidenced by a Company Request or Company Order (other
      than delivery of any Security, together with any coupons appertaining
      thereto, to the Trustee for authentication and delivery pursuant to
      Section 303 which shall be sufficiently evidenced as provided therein) and
      any resolution of the Board of Directors may be sufficiently evidenced by
      a Board Resolution;

            (3) whenever in the administration of this Indenture the Trustee
      shall deem it desirable that a matter be proved or established prior to
      taking, suffering or omitting any action hereunder, the Trustee (unless
      other evidence be herein specifically prescribed) may, in the absence of
      bad faith on its part, rely upon an Officers' Certificate;

            (4) the Trustee may consult with counsel and the advice of such
      counsel or any Opinion of Counsel shall be full and complete authorization
      and protection in respect of any action taken, suffered or omitted by it
      hereunder in good faith and in reliance thereon;

            (5) the Trustee shall be under no obligation to exercise any of the
      rights or powers vested in it by this Indenture at the request or
      direction of any of the Holders of Securities of any series or any related
      coupons pursuant to this Indenture, unless such Holders shall have offered
      to the Trustee security or indemnity reasonably satisfactory to the
      Trustee against the costs, expenses and liabilities which might be
      incurred by it in compliance with such request or direction;

            (6) the Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture, note, coupon or other paper or document, unless requested
      in writing so to do by the Holders of not less than a majority in
      aggregate principal amount of the Outstanding Securities of any series;
      PROVIDED that, if the payment within a reasonable time to the Trustee of
      the costs, expenses or liabilities likely to be incurred by it in the
      making of such investigation is, in the opinion of the Trustee, not
      reasonably assured to the Trustee by the security afforded to it by the
      terms of this Indenture, the Trustee may require reasonable indemnity
      against such expenses or liabilities as a condition to proceeding; the
      reasonable expenses of every such examination shall be paid by the Holders
      or, if paid by the Trustee, shall be repaid by the Holders upon demand.
      The Trustee, in its discretion, may make such further inquiry or
      investigation into such facts or matters as it may see fit, and, if the
      Trustee shall determine to make such further inquiry or investigation, it
      shall be entitled to examine the books, records and premises of the
      Company, relevant to the facts or matters that are the subject of its
      inquiry, personally or by agent or attorney at the expense of the Company
      and shall incur no liability or additional liability of any kind by reason
      of such inquiry or investigation;

            (7) the Trustee may execute any of the trusts or powers hereunder or
      perform any duties hereunder either directly or by or through agents or
      attorneys and the Trustee


                                     45



      shall not be responsible for any misconduct or negligence on the part of
      any agent or attorney appointed with due care by it hereunder;

            (8) the Trustee shall not be liable for any action taken, suffered
      or omitted by it in good faith and reasonably believed by it to be
      authorized or within the discretion or rights or powers conferred upon it
      by this Indenture;

            (9) any permissive right or power available to the Trustee under
      this Indenture or any supplement hereto shall not be construed to be a
      mandatory duty or obligation;

            (10) the Trustee shall not be charged with knowledge of any matter
      (including any default, other than as described in Section 501(1), (2) or
      (3)) unless and except to the extent actually known to a Responsible
      Officer of the Trustee or to the extent written notice thereof is received
      by the Trustee at the Corporate Trust Office;

            (11) the Trustee shall have no liability for the selection of any
      independent investment banker; and shall have no liability for any
      inaccuracy in the books and records of, or for any actions or omissions
      of, DTC, Euroclear or Clearstream or any depository acting on behalf of
      any of them;

            (12) the rights, privileges, protections, immunities and benefits
      given to the Trustee, including, without limitation, its right to be
      indemnified, are extended to, and shall be enforceable by, the Trustee in
      each of its capacities hereunder, and each agent, custodian and other
      Person employed by it to act hereunder; and

            (13) the Trustee may request that the Company deliver an Officers'
      Certificate setting forth the names of individuals and/or titles of
      officers authorized at such time to take specified actions pursuant to
      this Indenture, which Officers' Certificate may be signed by any person
      authorized to sign an Officers' Certificate, including any person
      specified as so authorized in any such certificate previously delivered
      and not superseded.

      The Trustee shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers.

      Except during the continuance of an Event of Default, the Trustee
undertakes to perform only such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee.

      SECTION 603. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. The
recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any coupons shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder. Neither the Trustee


                                     46



nor any Authenticating Agent shall be accountable for the use or application
by the Company of Securities or the proceeds thereof.

      SECTION 604. MAY HOLD SECURITIES. The Trustee, any Paying Agent, Security
Registrar, Authenticating Agent or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities
and coupons and, subject to TIA Sections 310(b) and 311, may otherwise deal with
the Company with the same rights it would have if it were not Trustee, Paying
Agent, Security Registrar, Authenticating Agent or such other agent.

      SECTION 605. MONEY HELD IN TRUST. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.

      SECTION 606. COMPENSATION AND REIMBURSEMENT.  The Company agrees:

            (1) to pay to the Trustee as agreed upon in writing from time to
      time reasonable compensation for all services rendered by it hereunder
      (which compensation shall not be limited by any provision of law in regard
      to the compensation of a trustee of an express trust);

            (2) except as otherwise expressly provided herein, to reimburse each
      of the Trustee and any predecessor Trustee upon its request for all
      reasonable expenses, disbursements and advances incurred or made by the
      Trustee in accordance with any provision of this Indenture (including the
      reasonable compensation and the reasonable expenses and disbursements of
      its agents and counsel), except any such expense, disbursement or advance
      caused by its own negligence or bad faith (as shall be determined by a
      court of competent jurisdiction); and

            (3) to fully indemnify each of the Trustee and any predecessor
      Trustee for, and to hold it harmless against, any and all loss, liability,
      claim, damage or expense (including taxes and legal fees and expenses)
      incurred without negligence or willful misconduct on its part, arising out
      of or in connection with the acceptance or administration of the trust or
      trusts hereunder, including the costs and expenses of defending itself
      against any claim or liability in connection with the exercise or
      performance of any of its powers or duties hereunder.

      When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 501(7) or Section 501(8), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.


                                     47



      As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien for payment of the Trustee's fees
and expenses prior to the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the payment of
principal of (or premium or Make-Whole Amount, if any) or interest on particular
Securities or any coupons.

      The provisions of this Section shall survive the termination of this
Indenture and the resignation or removal of the Trustee.

      SECTION 607. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; CONFLICTING
INTERESTS. There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have at all
times a combined capital and surplus of at least $50,000,000 (or which shall
have a combined capital and surplus of at least $10,000,000 and whose ultimate
parent holding company shall have a combined capital and surplus of at least
$50,000,000. If the Trustee publishes reports of condition at least annually,
pursuant to law or the requirements of Federal, state, territorial or District
of Columbia supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of the Trustee shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article. Neither
the Company nor any Person directly or indirectly controlling, controlled by, or
under common control with the Company shall serve as Trustee.

      SECTION 608. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

            (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 609.

            (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition at the expense of the Company
any court of competent jurisdiction for the appointment of a successor Trustee.

            (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series delivered to the Trustee and to the
Company. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the removal of the Trustee,
the Trustee being removed may petition at the expense of the Company any court
of competent jurisdiction for the appointment of a successor Trustee.

            (d)   If at any time:


                                     48



            (1) the Trustee shall fail to comply with the provisions of TIA
      Section 310(b) after written request therefor by the Company or by any
      Holder of a Security who has been a bona fide Holder of a Security for at
      least six months, or

            (2) the Trustee shall cease to be eligible under Section 607 and
      shall fail to resign after written request therefor by the Company or by
      any Holder of a Security who has been a bona fide Holder of a Security for
      at least six months, or

            (3) the Trustee shall become incapable of acting or shall be
      adjudged bankrupt or insolvent or a receiver of the Trustee or of its
      property shall be appointed or any public officer shall take charge or
      control of the Trustee or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by or pursuant to a Board Resolution may
remove the Trustee and appoint a successor Trustee with respect to all
Securities, or (ii) subject to TIA Section 315(e), any Holder of a Security who
has been a bona fide Holder of a Security for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

            (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause with
respect to the Securities of one or more series, the Company, by or pursuant to
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series). If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Trustee with respect to the Securities
of such series and to that extent supersede the successor Trustee appointed by
the Company. If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders of Securities
and accepted appointment in the manner hereinafter provided, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to Securities of such series.

            (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
in the manner provided for notices to the Holders of Securities in Section 106.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

      SECTION 609. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.


                                     49



            (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee, and shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder, subject nevertheless to its
claim, if any, provided for in Section 606.

            (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto,
pursuant to Article Nine hereof, wherein each successor Trustee shall accept
such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

            (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section 609, as the case may be.

            (d) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.


                                     50



      SECTION 610. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, PROVIDED such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities or coupons shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities or coupons so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Securities or coupons. In case any Securities or coupons shall not have been
authenticated by such predecessor Trustee, any such successor Trustee may
authenticate and deliver such Securities or coupons, in either its own name or
that of its predecessor Trustee, with the full force and effect which this
Indenture provides for the certificate of authentication of the Trustee.

      SECTION 611. APPOINTMENT OF AUTHENTICATING AGENT. At any time when any of
the Securities remain Outstanding, the Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon conversion or exchange, registration of transfer or partial
redemption or repayment thereof, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Any such appointment
shall be evidenced by an instrument in writing signed by a Responsible Officer
of the Trustee, a copy of which instrument shall be promptly furnished to the
Company. Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a bank or trust company or corporation organized and doing business and
in good standing under the laws of the United States of America or of any state
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or state authorities. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

      Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to


                                       51



be an Authenticating Agent, provided such corporation shall be otherwise
eligible under this Section, without the execution or filing of any paper or
further act on the part of the Trustee or the Authenticating Agent.

      An Authenticating Agent for any series of Securities may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth in
Section 106. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

      The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation including reimbursement of its reasonable expenses for
its services under this Section.

      If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to or in lieu of the Trustee's certificate of authentication, an
alternate certificate of authentication substantially in the following form:

      This is one of the Securities of the series designated therein referred to
in the within- mentioned Indenture.

                                     FIRST UNION NATIONAL BANK
                                     as Trustee

Dated:                               By:
       ----------------------------      -------------------------------
                                         as Authenticating Agent

Dated:                               By:
       ----------------------------      -------------------------------
                                         as Authenticating Agent

      SECTION 612.      CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE.

            (a) With respect to the Securities of any series, except during the
continuance of an Event of Default with respect to the Securities of such
series:


                                       52



            (1) the Trustee undertakes to perform such duties and only such
      duties as are specifically set forth in this Indenture, and no implied
      covenants or obligations shall be read into this Indenture against the
      Trustee; and

            (2) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture; but
      in the case of any such certificates or opinions which by any provision
      hereof are specifically required to be furnished to the Trustee, the
      Trustee shall be under a duty to examine the same to determine whether or
      not they conform to the requirements of this Indenture, but shall not be
      under any duty to verify the contents or accuracy thereof.

            (b) In case an Event of Default with respect to the Securities of
any series has occurred and is continuing, the Trustee shall, with respect to
Securities of such series, exercise such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in their exercise,
as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

            (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:

            (1)   this Subsection shall not be construed to limit the effect
of Subsection (a) of this Section;

            (2) the Trustee shall not be liable for any error of judgment made
in good faith by a Responsible Officer, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts;

            (3) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the direction of
the Holders of a majority in principal amount of the Outstanding Securities of
any series relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Indenture with respect to the Securities
of such series; and

            (4) no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers.

            (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 612.


                                       53



            (e) The Trustee shall not be liable for interest on any money or
assets held by it except to the extent the Trustee may agree in writing with the
Company. Assets held in trust by the Trustee need not be segregated from other
assets except to the extent required by law.

      ARTICLE SEVEN - HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

      SECTION 701. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS. Every Holder of
Securities or coupons, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any
Authenticating Agent nor any Paying Agent nor any Security Registrar shall be
held accountable by reason of the disclosure of any information as to the names
and addresses of the Holders of Securities in accordance with TIA Section 312,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under TIA Section 312(b).

      SECTION 702. REPORTS BY TRUSTEE. The Trustee shall transmit to Holders
such reports concerning the Trustee and its actions under this Indenture as may
be required by TIA Section 313 at the times and in the manner provided by the
TIA, which shall initially be not less than every twelve months commencing on
May 15, 2002. A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange, if any, upon which
any Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange or
delisted therefrom.

      SECTION 703. REPORTS BY COMPANY.  The Company will:

            (1) file with the Trustee, within 15 days after the Company is
      required to file the same with the Commission, copies of the annual
      reports and of the information, documents and other reports (or copies of
      such portions of any of the foregoing as the Commission may from time to
      time by rules and regulations prescribe) which the Company may be required
      to file with the Commission pursuant to Section 13 or Section 15(d) of the
      Securities Exchange Act of 1934; or, if the Company is not required to
      file information, documents or reports pursuant to either of such
      Sections, then it will file with the Trustee and the Commission, in
      accordance with rules and regulations prescribed from time to time by the
      Commission, such of the supplementary and periodic information, documents
      and reports which may be required pursuant to Section 13 of the Securities
      Exchange Act of 1934 in respect of a security listed and registered on a
      national securities exchange as may be prescribed from time to time in
      such rules and regulations;

            (2) file with the Trustee and the Commission, in accordance with
      rules and regulations prescribed from time to time by the Commission, such
      additional information, documents and reports with respect to compliance
      by the Company with the conditions


                                       54



      and covenants of this Indenture as may be required from time to time by
      such rules and regulations;

            (3) transmit by mail to the Holders of Securities, within 30 days
      after the filing thereof with the Trustee, in the manner and to the extent
      provided in TIA Section 313(c), such summaries of any information,
      documents and reports required to be filed by the Company pursuant to
      paragraphs (1) and (2) of this Section as may be required by rules and
      regulations prescribed from time to time by the Commission; and

            (4) delivery of such reports, information and documents to the
      Trustee is for informational purposes only and the Trustee's receipt of
      such shall not constitute constructive notice of any information contained
      therein or determinable from information contained therein, including the
      Company's compliance with any of its covenants hereunder (as to which the
      Trustee is entitled to rely exclusively on Officers' Certificates).

      SECTION 704. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.
THE COMPANY WILL FURNISH OR CAUSE TO BE FURNISHED TO THE TRUSTEE:

            (a) semiannually, not later than 15 days after the Regular Record
Date for interest for each series of Securities, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of
Registered Securities of such series as of such Regular Record Date, or if there
is no Regular Record Date for interest for such series of Securities,
semiannually, upon such dates as are set forth in the Board Resolution or
indenture supplemental hereto authorizing such series, and

            (b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished,

PROVIDED, HOWEVER, that, so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

       ARTICLE EIGHT - CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

      SECTION 801. CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES, LEASES AND
CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS. The Company may consolidate
with, or sell, lease or convey all or substantially all of its assets to, or
merge with or into any other corporation, provided that in any such case, (1)
either the Company shall be the continuing corporation, or the successor
corporation shall be a corporation organized and existing under the laws of the
United States or a State thereof and such successor corporation shall expressly
assume the due and punctual payment of the principal of (and premium or
Make-Whole Amount, if any) and any interest on all of the Securities, according
to their tenor, and the due and punctual performance and observance of all of
the covenants and conditions of this Indenture to be performed by the Company by
supplemental indenture, complying with Article Nine hereof,


                                       55



satisfactory to the Trustee, executed and delivered to the Trustee by such
corporation, (2) immediately after giving effect to such transaction and
treating any indebtedness which becomes an obligation of the Company or any
Subsidiary as a result thereof as having been incurred by the Company or such
Subsidiary at the time of such transaction, no Event of Default, and no event
which, after notice or the lapse of time, or both, would become an Event of
Default, shall have occurred and be continuing and (3) the Company shall have
delivered to the Trustee the Officer's Certificate and Opinion of Counsel
required pursuant to Section 803 below.

      SECTION 802. RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. In case of any
such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein as the party of the first part, and the predecessor
corporation, except in the event of a lease, shall be relieved of any further
obligation under this Indenture and the Securities. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in the
name of the Company, any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor corporation, instead of the
Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the officers
of the Company to the Trustee for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities had been issued at the date of the execution
hereof.

      In case of any such consolidation, merger, sale, lease or conveyance, such
changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

      SECTION 803. OFFICERS' CERTIFICATE AND OPINION OF COUNSEL. Any
consolidation, merger, sale, lease or conveyance permitted under Section 801 is
also subject to the condition that the Trustee receive an Officers' Certificate
and an Opinion of Counsel to the effect that any such consolidation, merger,
sale, lease or conveyance, and the assumption by any successor corporation,
complies with the provisions of this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with.

                    ARTICLE NINE - SUPPLEMENTAL INDENTURES

      SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. Without
the consent of any Holders of Securities or coupons, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:


                                       56



            (1) to evidence the succession of another Person to the Company and
      the assumption by any such successor of the covenants of the Company
      contained herein and in the Securities; or

            (2) to add to the covenants of the Company for the benefit of the
      Holders of all or any series of Securities (and if such covenants are to
      be for the benefit of less than all series of Securities, stating that
      such covenants are expressly being included solely for the benefit of such
      series) or to surrender any right or power herein conferred upon the
      Company; or

            (3) to add any additional Events of Default for the benefit of the
      Holders of all or any series of Securities (and if such Events of Default
      are to be for the benefit of less than all series of Securities, stating
      that such Events of Default are expressly being included solely for the
      benefit of such series); PROVIDED, HOWEVER, that in respect of any such
      additional Events of Default such supplemental indenture may provide for a
      particular period of grace after default (which period may be shorter or
      longer than that allowed in the case of other defaults) or may provide for
      an immediate enforcement upon such default or may limit the remedies
      available to the Trustee upon such default or may limit the right of the
      Holders of a majority in aggregate principal amount of that or those
      series of Securities to which such additional Events of Default apply to
      waive such default; or

            (4) to add to or change any of the provisions of this Indenture to
      provide that Bearer Securities may be registrable as to principal, to
      change or eliminate any restrictions on the payment of principal of or
      premium or Make-Whole Amount, if any, or interest on Bearer Securities, to
      permit Bearer Securities to be issued in exchange for Registered
      Securities, to permit Bearer Securities to be issued in exchange for
      Bearer Securities of other authorized denominations or to permit or
      facilitate the issuance of Securities in uncertificated form, PROVIDED
      that any such action shall not adversely affect the interests of the
      Holders of Securities of any series or any related coupons in any material
      respect; or

            (5) to change or eliminate any of the provisions of this Indenture,
      PROVIDED that any such change or elimination shall become effective only
      when there is no Security Outstanding of any series created prior to the
      execution of such supplemental indenture which is entitled to the benefit
      of such provision; or

            (6) to secure the Securities; or

            (7) to establish the form or terms of Securities of any series and
      any related coupons as permitted or contemplated by Sections 201 and 301;
      or

            (8) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee; or


                                       57



            (9) to cure any ambiguity, to correct or supplement any provision
      herein which may be defective or inconsistent with any other provision
      herein, or to make any other provisions with respect to matters or
      questions arising under this Indenture which shall not be inconsistent
      with the provisions of this Indenture, PROVIDED such provisions shall not
      adversely affect the interests of the Holders of Securities of any series
      or any related coupons in any material respect; or

            (10) to supplement any of the provisions of this Indenture to such
      extent as shall be necessary to permit or facilitate the Defeasance and
      discharge of any series of Securities pursuant to Sections 401, 1402 and
      1403; PROVIDED that any such action shall not adversely affect the
      interests of the Holders of Securities of such series and any related
      coupons or any other series of Securities in any material respect; or

            (11) to make provisions with respect to Holders' rights of
      conversion with respect to any series of Securities pursuant to Article
      Sixteen.

      SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
consent of the Holders of not less than a majority in principal amount of all
Outstanding Securities affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by or pursuant to a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities and any related coupons under this Indenture; PROVIDED, HOWEVER, that
no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

            (1) change the Stated Maturity of the principal of (or premium or
      Make-Whole Amount, if any, on) or any installment of principal of or
      interest on, any Security; or reduce the principal amount thereof or the
      rate or amount of interest thereon, or any premium or Make-Whole Amount
      payable upon the redemption thereof, or reduce the amount of the principal
      of an Original Issue Discount Security that would be due and payable upon
      a declaration of acceleration of the Maturity thereof pursuant to Section
      502 or the amount thereof provable in bankruptcy pursuant to Section 504,
      or adversely affect any right of repayment at the option of the Holder of
      any Security, or change any Place of Payment where, or the currency or
      currencies, currency unit or units or composite currency or currencies in
      which, any Security or any premium or Make-Whole Amount or the interest
      thereon is payable, or impair the right to institute suit for the
      enforcement of any such payment on or after the Stated Maturity thereof
      (or, in the case of redemption or repayment at the option of the Holder,
      on or after the Redemption Date or the Repayment Date, as the case may
      be), or (if Securities of such series are convertible) adversely affect
      the right of the Holder to convert any Security as provided in Article
      Sixteen; or

            (2) reduce the percentage in principal amount of the Outstanding
      Securities of any series, the consent of whose Holders is required for any
      such supplemental indenture,


                                       58



      or the consent of whose Holders is required for any waiver with respect
      to such series (or compliance with certain provisions of this Indenture
      or certain defaults hereunder and their consequences) provided for in
      this Indenture, or reduce the requirements of Section 1504 for quorum or
      voting, or

            (3) modify any of the provisions of this Section, Section 513 or
      Section 1009, except to increase the required percentage to effect such
      action or to provide that certain other provisions of this Indenture
      cannot be modified or waived without the consent of the Holder of each
      Outstanding Security affected thereby, PROVIDED, HOWEVER, that this clause
      shall not be deemed to require the consent of any Holder with respect to
      changes in the references to "the Trustee" and concomitant changes in this
      Section 902 and Section 1009, or the deletion of this proviso, in
      accordance with the requirements of Sections 609(b) and 901(11).

      It shall not be necessary for any Act of Holders under this Section 902 to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

      A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

      SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

      SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder and of any coupon appertaining
thereto shall be bound thereby.

      SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.  Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

      SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall, if required by
the Trustee, bear a notation in form approved by the


                                       59



Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.

                             ARTICLE TEN - COVENANTS

      SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM OR MAKE-WHOLE AMOUNT, IF ANY;
AND INTEREST. The Company covenants and agrees for the benefit of the Holders of
each series of Securities that it will duly and punctually pay the principal of
(and premium or Make-Whole Amount, if any) and interest on the Securities of
that series in accordance with the terms of such series of Securities, any
coupons appertaining thereto and this Indenture. Unless otherwise specified as
contemplated by Section 301 with respect to any series of Securities, any
interest due on Bearer Securities on or before Maturity shall be payable only
upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature. Unless otherwise
specified with respect to Securities of any series pursuant to Section 301, at
the option of the Company (upon written notice to the Trustee), all payments of
principal may be paid by check to the registered Holder of the Registered
Security or other person entitled thereto against surrender of such Security.

      SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY. If Securities of a
series are issuable only as Registered Securities, the Company shall maintain
in each Place of Payment for any series of Securities an office or agency
where Securities of that series may be presented or surrendered for payment
or conversion, where Securities of that series may be surrendered for
registration of transfer or conversion or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series
and this Indenture may be served. If Securities of a series are issuable as
Bearer Securities, the Company will maintain: (A) in the Borough of
Manhattan, The City of New York, an office or agency where any Registered
Securities of that series may be presented or surrendered for payment or
conversion, where any Registered Securities of that series may be surrendered
for registration of transfer, where Securities of that series may be
surrendered for conversion or exchange, where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture
may be served and where Bearer Securities of that series and related coupons
may be presented or surrendered for payment or conversion in the
circumstances described in the following paragraph (and not otherwise); (B)
subject to any laws or regulations applicable thereto, in a Place of Payment
for that series which is located outside the United States, an office or
agency where Securities of that series and related coupons may be presented
and surrendered for payment; PROVIDED, HOWEVER, that if the Securities of
that series are listed on any stock exchange located outside the United
States and such stock exchange shall so require, the Company will maintain a
Paying Agent for the Securities of that series in any required city located
outside the United States, as the case may be, so long as the Securities of
that series are listed on such exchange; and (C) subject to any laws or
regulations applicable thereto, in a Place of Payment for that series located
outside the United States an office or agency where any Registered


                                       60



Securities of that series may be surrendered for registration of transfer,
where Securities of that series may be surrendered for conversion or exchange
and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in
the location, of each such office or agency. If at any time the Company shall
fail to maintain any such required office or agency or shall fail to furnish
the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the
Trustee, except that Bearer Securities of that series and the related coupons
may be presented and surrendered for payment or conversion at the offices
specified in the Security, in London, England, and the Company hereby
appoints the same as its agent to receive such respective presentations,
surrenders, notices and demands, and the Company hereby appoints the Trustee
its agent to receive all such presentations, surrenders, notices and demands.

      Unless otherwise specified with respect to any Securities pursuant to
Section 301, no payment of principal, premium or Make-Whole Amount or
interest on Bearer Securities shall be made at any office or agency of the
Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with a bank located in the
United States; PROVIDED, HOWEVER, that, if the Securities of a series are
payable in Dollars, payment of principal of and any premium or Make-Whole
Amount and interest on any Bearer Security shall be made at the office of the
Company's Paying Agent in the Borough of Manhattan, The City of New York, if
(but only if) payment in Dollars of the full amount of such principal,
premium or Make-Whole Amount, or interest, as the case may be, at all offices
or agencies outside the United States maintained for the purpose by the
Company in accordance with this Indenture, is illegal or effectively
precluded by exchange controls or other similar restrictions.

      The Company may from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all of such purposes, and may from time to time
rescind such designations; PROVIDED, HOWEVER, that no such designation or
rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in accordance with the requirements set forth
above for Securities of any series for such purposes. The Company will give
prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency. Unless
otherwise specified with respect to any Securities pursuant to Section 301
with respect to a series of Securities, the Company hereby designates as a
Place of Payment for each series of Securities, each of (i) the office or
agency of the Company in the Borough of Manhattan, The City of New York, and
(ii) the Corporate Trust Office of the Trustee (as Paying Agent); and the
Company hereby initially appoints the Trustee at its Corporate Trust Office
as Paying Agent in such city; and the Company hereby initially appoints as
its agent to receive all such presentations, surrenders, notices and demands
each of the Trustee, at its Corporate Trust Office, at 12 East 49th Street,
New York, New York 10017, Attention: Corporate Trust-NY4040.

      Unless otherwise specified with respect to any Securities pursuant to
Section 301, if and so long as the Securities of any series (i) are
denominated in a Foreign Currency or (ii) may be payable in a Foreign
Currency, or so long as it is required under any other provision of the

                                      61


Indenture, then the Company will maintain with respect to each such series of
Securities, or as so required, at least one exchange rate agent (of which it
shall give written notice to the Trustee).

      SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If the
Company shall at any time act as its own Paying Agent with respect to any
series of any Securities and any related coupons, it will, on or before each
due date of the principal of (and premium or Make-Whole Amount, if any), or
interest on any of the Securities of that series, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum in the currency or
currencies, currency unit or units or composite currency or currencies in
which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series)
sufficient to pay the principal (and premium or Make-Whole Amount, if any) or
interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided, and will promptly notify the
Trustee of its action or failure so to act.

      Whenever the Company shall have one or more Paying Agents for any
series of Securities and any related coupons, it will, on or before each due
date of the principal of (and premium or Make-Whole Amount, if any), or
interest on any Securities of that series, deposit with a Paying Agent a sum
(in the currency or currencies, currency unit or units or composite currency
or currencies described in the preceding paragraph) sufficient to pay the
principal (and premium or Make-Whole Amount, if any) or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or Make-Whole Amount, if any, or interest and (unless
such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

      The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the
provisions of this Section, that such Paying Agent will

            (1) hold all sums held by it for the payment of principal of (and
      premium or Make-Whole Amount, if any) or interest on Securities in trust
      for the benefit of the Persons entitled thereto until such sums shall be
      paid to such Persons or otherwise disposed of as herein provided;


            (2) give the Trustee notice of any default by the Company (or any
      other obligor upon the Securities) in the making of any such payment of
      principal (and premium or Make-Whole Amount, if any) or interest on the
      Securities of that series; and


            (3) at any time during the continuance of any such default upon the
      written request of the Trustee, forthwith pay to the Trustee all sums so
      held in trust by such Paying Agent.

      The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Company Order direct any Paying Agent to pay, to the Trustee all sums
held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were


                                      62


held by the Company or such Paying Agent; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such sums.

      Except as otherwise provided in the Securities of any series, and
subject to applicable laws, any money deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the
principal of (and premium or Make-Whole Amount, if any) or interest on any
Security of any series and remaining unclaimed for two years after such
principal (and premium or Make-Whole Amount, if any) or interest has become
due and payable shall be paid to the Company upon Company Request or (if then
held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look only
to the Company for payment of such principal of (and premium or Make-Whole
Amount, if any) or interest on any Security, without interest thereon, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause
to be published once, in an Authorized Newspaper, notice that such money
remains unclaimed and that, after a date specified therein, which shall not
be less than 30 days from the date of such publication, any unclaimed balance
of such money then remaining will be repaid to the Company.

      SECTION 1004. EXISTENCE. Subject to Article Eight, the Company will do
or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence, all material rights (by articles of
incorporation, by-laws and statute) and material franchises; PROVIDED,
HOWEVER, that the Company shall not be required to preserve any such right or
franchise if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company.

      SECTION 1005. MAINTENANCE OF PROPERTIES. The Company will cause all of
its material properties used or useful in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition,
repair and working order and supplied with all necessary equipment and will
cause to be made all necessary repairs, renewals, replacements, betterments
and improvements thereof, all as in the judgment of the Company may be
necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; PROVIDED, HOWEVER, that
the Company and its Subsidiaries shall not be prevented from selling or
otherwise disposing of their properties for value in the ordinary course of
business.

      SECTION 1006. INSURANCE. The Company will cause each of its and its
Subsidiaries' insurable properties to be insured against loss or damage in an
amount deemed reasonable by the Board of Directors with insurers of
recognized responsibility.

      SECTION 1007. PAYMENT OF TAXES AND OTHER CLAIMS. The Company will pay
or discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon it or any Subsidiary or upon the income, profits or property of
the Company or any Subsidiary, and (2) all lawful claims


                                      63


for labor, materials and supplies which, if unpaid, might by law become a
lien upon the property of the Company or any Subsidiary; PROVIDED, HOWEVER,
that the Company shall not be required to pay or discharge or cause to be
paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

      SECTION 1008. STATEMENT AS TO COMPLIANCE. The Company will deliver to
the Trustee, within 120 days after the end of each fiscal year, a brief
certificate from the principal executive officer, principal financial officer
or principal accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture and, in the
event of any noncompliance, specifying such noncompliance and the nature and
status thereof. For purposes of this Section 1008, such compliance shall be
determined without regard to any period of grace or requirement of notice
under this Indenture.

      SECTION 1009. WAIVER OF CERTAIN COVENANTS. The Company may omit in any
particular instance to comply with any term, provision or condition set forth
in Sections 1004 to 1008, inclusive, if before or after the time for such
compliance the Holders of at least a majority in principal amount of all
outstanding Securities of such series, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.

      SECTION 1010. STATEMENT BY OFFICERS AS TO DEFAULT. The Company shall
deliver to the Trustee, as soon as possible and in any event within five
business days after the Company becomes aware of the occurrence of any Event
of Default or an event which, with notice or the lapse of time or both, would
constitute an Event of Default, an Officers' Certificate setting forth the
details of such Event of Default or default and the action which the Company
proposes to take with respect thereto.

                  ARTICLE ELEVEN - REDEMPTION OF SECURITIES

      SECTION 1101. APPLICABILITY OF ARTICLE. Securities of any series which
are redeemable before their Stated Maturity shall be redeemable in accordance
with their terms and (except as otherwise specified as contemplated by
Section 301 for Securities of any series) in accordance with this Article.

      SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of
the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company of
less than all of the Securities of any series, the Company shall, at least 45
days prior to the giving of the notice of redemption in Section 1104 (unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee of


                                      64


such Redemption Date and of the principal amount of Securities of such series
to be redeemed. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restriction.

      SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED. If
less than all the Securities of any series issued on the same day with the
same terms are to be redeemed, the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the
Trustee, from the Outstanding Securities of such series issued on such date
with the same terms not previously called for redemption, by such method as
the Trustee shall deem appropriate and which may provide for the selection
for redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.

      The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

      For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall
relate, in the case of any Security redeemed or to be redeemed only in part,
to the portion of the principal amount of such Security which has been or is
to be redeemed.

      SECTION 1104. NOTICE OF REDEMPTION. Notice of redemption shall be given
in the manner provided in Section 106, not less than 30 days nor more than 60
days prior to the Redemption Date, unless a shorter period is specified by
the terms of such series established pursuant to Section 301, to each Holder
of Securities to be redeemed, but failure to give such notice in the manner
herein provided to the Holder of any Security designated for redemption as a
whole or in part, or any defect in the notice to any such Holder, shall not
affect the validity of the proceedings for the redemption of any other such
Security or portion thereof.

      Any notice that is mailed to the Holders of Registered Securities in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice.

      All notices of redemption shall state:

            (1) the Redemption Date,


            (2) the Redemption Price, accrued interest to the Redemption Date
      payable as provided in Section 1106, if any,


                                      65


            (3) if less than all Outstanding Securities of any series are to be
      redeemed, the identification (and, in the case of partial redemption, the
      principal amount) of the particular Security or Securities to be redeemed,


            (4) in case any Security is to be redeemed in part only, the notice
      which relates to such Security shall state that on and after the
      Redemption Date, upon surrender of such Security, the holder will receive,
      without a charge, a new Security or Securities of authorized denominations
      for the principal amount thereof remaining unredeemed,


            (5) that on the Redemption Date the Redemption Price and accrued
      interest to the Redemption Date payable as provided in Section 1106, if
      any, will become due and payable upon each such Security, or the portion
      thereof, to be redeemed and, if applicable, that interest thereon shall
      cease to accrue on and after said date,


            (6) the Place or Places of Payment where such Securities, together
      in the case of Bearer Securities with all coupons appertaining thereto, if
      any, maturing after the Redemption Date, are to be surrendered for payment
      of the Redemption Price and accrued interest, if any, or for conversion,


            (7) that the redemption is for a sinking fund, if such is the case,

            (8) that, unless otherwise specified in such notice, Bearer
      Securities of any series, if any, surrendered for redemption must be
      accompanied by all coupons maturing subsequent to the date fixed for
      redemption or the amount of any such missing coupon or coupons will be
      deducted from the Redemption Price, unless security or indemnity
      satisfactory to the Company, the Trustee for such series and any Paying
      Agent is furnished,


            (9) if Bearer Securities of any series are to be redeemed and any
      Registered Securities of such series are not to be redeemed, and if such
      Bearer Securities may be exchanged for Registered Securities not subject
      to redemption on this Redemption Date pursuant to Section 305 or
      otherwise, the last date, as determined by the Company, on which such
      exchanges may be made,


            (10) the CUSIP number of such Security, if any, and


            (11) if applicable, that a Holder of Securities who desires to
      convert Securities for redemption must satisfy the requirements for
      conversion contained in such Securities, the then existing conversion
      price or rate, the place or places where such Securities may be
      surrendered for conversion, and the date and time when the option to
      convert shall expire.

      Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by
the Trustee in the name and at the expense of the Company.


                                      66


      SECTION 1105. DEPOSIT OF REDEMPTION PRICE. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, which it may not
do in the case of a sinking fund payment under Article Twelve, segregate and
hold in trust as provided in Section 1003) an amount of money in the currency
or currencies, currency unit or units or composite currency or currencies in
which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series)
sufficient to pay on the Redemption Date the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest
on, all the Securities or portions thereof which are to be redeemed on that
date.

      If any Securities called for redemption are converted, any money
deposited with the Trustee or with any Paying Agent or so segregated and held
in trust for the redemption of such Security shall be paid to the Company
upon Company Request or, if then held by the Company, shall be discharged
from such trust.

      SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall, if the same were interest-bearing, cease to bear interest
and the coupons for such interest appertaining to any Bearer Securities so to
be redeemed, except to the extent provided below, shall be void. Upon
surrender of any such Security for redemption in accordance with said notice,
together with all coupons, if any, appertaining thereto maturing after the
Redemption Date, such Security shall be paid by the Company at the Redemption
Price, together with accrued interest, if any, to the Redemption Date;
PROVIDED, HOWEVER, that installments of interest on Bearer Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable only
at an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified as contemplated by
Section 301, only upon presentation and surrender of coupons for such
interest; and PROVIDED FURTHER that except as otherwise provided with respect
to Securities convertible into the Company's Common Stock or Preferred Stock,
installments of interest on Registered Securities whose Stated Maturity is on
or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and
the provisions of Section 307.

      If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date,
such Security may be paid after deducting from the Redemption Price an amount
equal to the face amount of all such missing coupons, or the surrender of
such missing coupon or coupons may be waived by the Company and the Trustee
if there be furnished to them such security or indemnity as they may require
to save each of them and any Paying Agent harmless. If thereafter the Holder
of such Security shall surrender to the Trustee or any Paying Agent any such
missing coupon in respect of which a deduction shall have been made from the
Redemption Price, such Holder shall be entitled to


                                      67


receive the amount so deducted; PROVIDED, HOWEVER, that interest represented
by coupons shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation
and surrender of those coupons.

      If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium or Make-Whole
Amount, if any) shall, until paid, bear interest from the Redemption Date at
the rate borne by the Security.

      SECTION 1107. SECURITIES REDEEMED IN PART. Any Registered Security
which is to be redeemed only in part (pursuant to the provisions of this
Article or of Article Twelve) shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company
and the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security without service
charge a new Security or Securities of the same series, of any authorized
denomination as requested by such Holder in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the
Security so surrendered. If a Global Security is so surrendered, the Company
shall execute and the Trustee shall authenticate and deliver to the
depository, without service charge, a new Global Security in a denomination
equal to and in exchange for the unredeemed portion of the principal of the
Global Security so surrendered.

                         ARTICLE TWELVE - SINKING FUNDS

      SECTION 1201. APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 301 for
Securities of such series.

      The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount
provided for by the terms of such Securities of any series is herein referred
to as an "optional sinking fund payment." If provided for by the terms of any
Securities of any series, the cash amount of any mandatory sinking fund
payment may be subject to reduction as provided in Section 1202. Each sinking
fund payment shall be applied to the redemption of Securities of any series
as provided for by the terms of Securities of such series.

      SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.
The Company may, in satisfaction of all or any part of any mandatory sinking
fund payment with respect to the Securities of a series, (1) deliver
Outstanding Securities of such series (other than any previously called for
redemption) together in the case of any Bearer Securities of such series with
all unmatured coupons appertaining thereto and (2) apply as a credit
Securities of such series which have been redeemed either at the election of
the Company pursuant to the terms of


                                      68


such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, as provided for by the
terms of such Securities, or which have otherwise been acquired by the
Company; PROVIDED that such Securities so delivered or applied as a credit
have not been previously so credited. Such Securities shall be received and
credited for such purpose by the Trustee at the applicable Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such mandatory sinking fund payment shall be reduced
accordingly.

      SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than
60 days prior to each sinking fund payment date for Securities of any series,
the Company will deliver to the Trustee an Officers' Certificate specifying
the amount of the next ensuing mandatory sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is
to be satisfied by payment of cash in the currency or currencies, currency
unit or units or composite currency or currencies in which the Securities of
such series are payable (except as otherwise specified pursuant to Section
301 for the Securities of such series) and the portion thereof, if any, which
is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202, and the optional amount, if any, to be added in
cash to the next ensuing mandatory sinking fund payment, and will also
deliver to the Trustee any Securities to be so delivered and credited. If
such Officers' Certificate shall specify an optional amount to be added in
cash to the next ensuing mandatory sinking fund payment, the Company shall
thereupon be obligated to pay the amount therein specified. Not less than 30
days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided
in Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.

            ARTICLE THIRTEEN - REPAYMENT AT THE OPTION OF HOLDERS

      SECTION 1301. APPLICABILITY OF ARTICLE. Repayment of Securities of any
series before their Stated Maturity at the option of Holders thereof shall be
made in accordance with the terms of such Securities, if any, and (except as
otherwise specified by the terms of such series established pursuant to
Section 301) in accordance with this Article.

      SECTION 1302. REPAYMENT OF SECURITIES. Securities of any series subject
to repayment in whole or in part at the option of the Holders thereof will,
unless otherwise provided in the terms of such Securities, be repaid at a
price equal to the principal amount thereof, together with interest, if any,
thereon accrued to the Repayment Date specified in or pursuant to the terms
of such Securities. The Company covenants that on or prior to the Repayment
Date it will deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series) sufficient to pay the
principal (or, if so provided by the terms of


                                      69


the Securities of any series, a percentage of the principal) of, and (except
if the Repayment Date shall be an Interest Payment Date) accrued interest on,
all the Securities or portions thereof, as the case may be, to be repaid on
such date.

      SECTION 1303. EXERCISE OF OPTION. Securities of any series subject to
repayment at the option of the Holders thereof will contain an "Option to
Elect Repayment" form on the reverse of such Securities. In order for any
Security to be repaid at the option of the Holder, the Trustee must receive
at the Place of Payment therefor specified in the terms of such Security (or
at such other place or places of which the Company shall from time to time
notify the Holders of such Securities) not earlier than 60 days nor later
than 30 days prior to the Repayment Date (1) the Security so providing for
such repayment together with the "Option to Elect Repayment" form on the
reverse thereof duly completed by the Holder (or by the Holder's attorney
duly authorized in writing) or (2) a telegram, telex, facsimile transmission
or a letter from a member of a national securities exchange, or the NASD, or
a commercial bank or trust company in the United States setting forth the
name of the Holder of the Security, the principal amount of the Security, the
principal amount of the Security to be repaid, the CUSIP number, if any, or a
description of the tenor and terms of the Security, a statement that the
option to elect repayment is being exercised thereby and a guarantee that the
Security to be repaid, together with the duly completed form entitled "Option
to Elect Repayment" on the reverse of the Security, will be received by the
Trustee not later than the fifth Business Day after the date of such
telegram, telex, facsimile transmission or letter; PROVIDED, HOWEVER, that
such telegram, telex, facsimile transmission or letter shall only be
effective if such Security and form duly completed are received by the
Trustee by such fifth Business Day. If less than the entire principal amount
of such Security is to be repaid in accordance with the terms of such
Security, the principal amount of such Security to be repaid, in increments
of the minimum denomination for Securities of such series, and the
denomination or denominations of the Security or Securities to be issued to
the Holder for the portion of the principal amount of such Security
surrendered that is not to be repaid, must be specified. The principal amount
of any Security providing for repayment at the option of the Holder thereof
may not be repaid in part if, following such repayment, the unpaid principal
amount of such Security would be less than the minimum authorized
denomination of Securities of the series of which such Security to be repaid
is a part. Except as otherwise may be provided by the terms of any Security
providing for repayment at the option of the Holder thereof, exercise of the
repayment option by the Holder shall be irrevocable unless waived by the
Company.

      SECTION 1304. WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE AND
PAYABLE. If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article
and as provided by or pursuant to the terms of such Securities, such
Securities or the portions thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Company on the Repayment Date
therein specified, and on and after such Repayment Date (unless the Company
shall default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest
and the coupons for such interest appertaining to any Bearer Securities so to
be repaid, except to the extent provided below, shall be void. Upon surrender
of any such Security for repayment in accordance with such provisions,
together with


                                      70


all coupons, if any, appertaining thereto maturing after the Redemption Date,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest, if any, to the Redemption Date; provided, however,
that installments of interest on Bearer Securities whose Stated Maturity is
on or prior to the Redemption Date shall be payable only at an office or
agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of coupons for such interest; and
PROVIDED FURTHER that except as otherwise provided with respect to Securities
convertible into the Company's Common Stock or Preferred Stock, installments
of interest on Registered Securities whose Stated Maturity is on or prior to
the Redemption Date shall be payable to the Holders of such Securities, or
one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 307.

      If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date,
such Security may be paid after deducting from the Redemption Price an amount
equal to the face amount of all such missing coupons, or the surrender of
such missing coupon or coupons may be waived by the Company and the Trustee
if there be furnished to them such security or indemnity as they may require
to save each of them and any Paying Agent harmless. If thereafter the Holder
of such Security shall surrender to the Trustee or any Paying Agent any such
missing coupon in respect of which a deduction shall have been made from the
Redemption Price, such Holder shall be entitled to receive the amount so
deducted; PROVIDED, HOWEVER, that interest represented by coupons shall be
payable only at an office or agency located outside the United States (except
as otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of those
coupons.

      If the principal amount of any Security surrendered for repayment shall
not be so repaid upon surrender thereof, such principal amount (together with
interest, if any, thereon accrued to such Repayment Date) shall, until paid,
bear interest from the Repayment Date at the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set forth in
such Security.

      SECTION 1305. SECURITIES REPAID IN PART. Upon surrender of any
Registered Security which is to be repaid in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge and at the expense of the Company, a new
Registered Security or Securities of the same series, of any authorized
denomination specified by the Holder, in an aggregate principal amount equal
to and in exchange for the portion of the principal of such Security so
surrendered which is not to be repaid.

            ARTICLE FOURTEEN - DEFEASANCE AND COVENANT DEFEASANCE

      SECTION 1401. APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT
DEFEASANCE OR COVENANT DEFEASANCE. If, pursuant to Section 301, provision is
made for either or both of (a) Defeasance of the Securities of or within a
series under Section 1402 or (b) Covenant Defeasance of the Securities of or
within a series under Section 1403, then the provisions of such


                                      71


Section or Sections, as the case may be, together with the other provisions
of this Article (with such modifications thereto as may be specified pursuant
to Section 301 with respect to any Securities), shall be applicable to such
Securities and any coupons appertaining thereto, and the Company may at its
option by Board Resolution, at any time, with respect to such Securities and
any coupons appertaining thereto, elect to have Section 1402 (if applicable)
or Section 1403 (if applicable) be applied to such Outstanding Securities and
any coupons appertaining thereto upon compliance with the conditions set
forth below in this Article.

      SECTION 1402. DEFEASANCE AND DISCHARGE. Upon the Company's exercise of
the above option applicable to this Section with respect to any Securities of
or within a series, the Company shall be deemed to have been discharged from
its obligations with respect to such Outstanding Securities and any coupons
appertaining thereto on the date the conditions set forth in Section 1404 are
satisfied (hereinafter, "Defeasance"). For this purpose, such Defeasance
means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Outstanding Securities and any coupons
appertaining thereto, which shall thereafter be deemed to be "Outstanding"
only for the purposes of Section 1405 and the other Sections of this
Indenture referred to in clauses (A) and (B) below, and to have satisfied all
of its other obligations under such Securities and any coupons appertaining
thereto and this Indenture insofar as such Securities and any coupons
appertaining thereto are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding Securities and any
coupons appertaining thereto to receive, solely from the trust fund described
in Section 1404 and as more fully set forth in such Section, payments in
respect of the principal of (and premium or Make-Whole Amount, if any) and
interest, if any, on such Securities and any coupons appertaining thereto
when such payments are due, (B) the Company's obligations with respect to
such Securities under Sections 305, 306, 1002 and 1003, and the Company's
obligations under Section 606 hereof (C) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (D) this Article. Subject to
compliance with this Article Fourteen, the Company may exercise its option
under this Section notwithstanding the prior exercise of its option under
Section 1403 with respect to such Securities and any coupons appertaining
thereto.

      SECTION 1403. COVENANT DEFEASANCE. Upon the Company's exercise of the
above option applicable to this Section with respect to any Securities of or
within a series, the Company shall be released from its obligations under
Sections 1004 to 1009, inclusive, and, if specified pursuant to Section 301,
its obligations under any other covenant contained herein or in any indenture
supplemental hereto, with respect to such Outstanding Securities and any
coupons appertaining thereto on and after the date the conditions set forth
in Section 1404 are satisfied (hereinafter, "Covenant Defeasance"), and such
Securities and any coupons appertaining thereto shall thereafter be deemed to
be not "Outstanding" for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in
connection with Sections 1004 to 1009, inclusive, or such other covenant, but
shall continue to be deemed "Outstanding" for all other purposes hereunder.
For this purpose, such Covenant Defeasance means that, with respect to such
Outstanding Securities and any coupons appertaining thereto, the Company may
omit to comply with and shall have no liability in respect of any term,


                                      72


condition or limitation set forth in any such Section or such other covenant,
whether directly or indirectly, by reason of any reference elsewhere herein
to any such Section or such other covenant or by reason of reference in any
such Section or such other covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a default or
an Event of Default under Section 501(4) or 501(8) or otherwise, as the case
may be, but, except as specified above, the remainder of this Indenture and
such Securities and any coupons appertaining thereto shall be unaffected
thereby.

      SECTION 1404. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.  The
following shall be the conditions to application of Section 1402 or Section
1403 to any Outstanding Securities of or within a series and any coupons
appertaining thereto:

      (a) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 607 who shall agree to comply with the provisions of this Article
Fourteen applicable to it) as trust funds in trust for the purpose of making
the following payments, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of such Securities and any coupons
appertaining thereto, (1) an amount in such currency, currencies or currency
unit in which such Securities and any coupons appertaining thereto are then
specified as payable at Stated Maturity, or (2) Government Obligations
applicable to such Securities and coupons appertaining thereto (determined on
the basis of the currency, currencies or currency unit in which such
Securities and coupons appertaining thereto are then specified as payable at
Stated Maturity) which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than the due date of any payment of principal of (and premium or
Make-Whole Amount, if any) and interest, if any, on such Securities and any
coupons appertaining thereto, money in an amount, or (3) a combination
thereof, in any case, in an amount, sufficient, without consideration of any
reinvestment of such principal and interest, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and
which shall be applied by the Trustee (or other qualifying trustee) to pay
and discharge, (i) the principal of (and premium or Make-Whole Amount, if
any) and interest, if any, on such Outstanding Securities and any coupons
appertaining thereto on the Stated Maturity of such principal or installment
of principal or interest and (ii) any mandatory sinking fund payments or
analogous payments applicable to such Outstanding Securities and any coupons
appertaining thereto on the day on which such payments are due and payable in
accordance with the terms of this Indenture and of such Securities and any
coupons appertaining thereto.

      (b) Such Defeasance or Covenant Defeasance shall not result in a breach
or violation of, or constitute a default under, this Indenture or any other
material agreement or instrument to which the Company is a party or by which
it is bound.

      (c) No Event of Default or event which with notice or lapse of time or
both would become an Event of Default with respect to such Securities and any
coupons appertaining thereto shall have occurred and be continuing on the
date of such deposit or, insofar as Sections 501(6) and 501(7) are concerned,
at any time during the period ending on the 91st day after the date of


                                      73


such deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period).

      (d) In the case of an election under Section 1402, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (i) the
Company has received from, or there has been published by, the Internal
Revenue Service a ruling, or (ii) since the date of execution of this
Indenture, there has been a change in the applicable Federal income tax law,
in either case to the effect that, and based thereon such opinion shall
confirm that, the Holders of such Outstanding Securities and any coupons
appertaining thereto will not recognize income, gain or loss for Federal
income tax purposes as a result of such Defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Defeasance had not occurred.

      (e) In the case of an election under Section 1403, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Outstanding Securities and any coupons appertaining thereto
will not recognize income, gain or loss for Federal income tax purposes as a
result of such Covenant Defeasance and will be subject to Federal income tax
on the same amounts, in the same manner and at the same times as would have
been the case if such Covenant Defeasance had not occurred.

      (f) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the Defeasance under Section 1402 or the Covenant Defeasance
under Section 1403 (as the case may be) have been complied with and an
Opinion of Counsel to the effect that either (i) as a result of a deposit
pursuant to subsection (a) above and the related exercise of the Company's
option under Section 1402 or Section 1403 (as the case may be), registration
is not required under the Investment Company Act of 1940, as amended, by the
Company, with respect to the trust funds representing such deposit or by the
Trustee for such trust funds or (ii) all necessary registrations under said
Act have been effected.

      (g) Notwithstanding any other provisions of this Section, such
Defeasance or Covenant Defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be
imposed on the Company in connection therewith pursuant to Section 301.

      (h) The payment of amounts payable to the Trustee pursuant to this
Indenture shall be paid or provided for to the reasonable satisfaction of the
Trustee.

      SECTION 1405. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS. Subject to the provisions of the last
paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 1405, the "Trustee") pursuant to
Section 1404 in respect of any Outstanding Securities of any series and any
coupons appertaining thereto shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and any coupons
appertaining thereto and this Indenture, to the payment, either directly or
through


                                      74


any Paying Agent (including the Company acting as its own Paying Agent) as
the Trustee may determine, to the Holders of such Securities and any coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal (and premium or Make-Whole Amount, if any) and interest, but such
money need not be segregated from other funds except to the extent required
by law.

      Unless otherwise specified with respect to any Security pursuant to
Section 301, if, after a deposit referred to in Section 1404(a) has been
made, (a) the Holder of a Security in respect of which such deposit was made
is entitled to, and does, elect pursuant to Section 301 or the terms of such
Security to receive payment in a currency or currency unit other than that in
which the deposit pursuant to Section 1404(a) has been made in respect of
such Security, or (b) a Conversion Event occurs in respect of the currency or
currency unit in which the deposit pursuant to Section 1404(a) has been made,
the indebtedness represented by such Security and any coupons appertaining
thereto shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium or Make-Whole
Amount, if any), and interest, if any, on such Security as the same becomes
due out of the proceeds yielded by converting (from time to time as specified
below in the case of any such election) the amount or other property
deposited in respect of such Security into the currency or currency unit in
which such Security becomes payable as a result of such election or
Conversion Event based on the applicable market exchange rate for such
currency or currency unit in effect on the second Business Day prior to each
payment date, except, with respect to a Conversion Event, for such currency
or currency unit in effect (as nearly as feasible) at the time of the
Conversion Event.

      The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 1404 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.

      Anything in this Article to the contrary notwithstanding, subject to
Section 606, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or Government Obligations (or other
property and any proceeds therefrom) held by it as provided in Section 1404
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to
be deposited to effect a Defeasance or Covenant Defeasance, as applicable, in
accordance with this Article.

             ARTICLE FIFTEEN - MEETINGS OF HOLDERS OF SECURITIES

      SECTION 1501. PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of
Holders of Securities of any series may be called at any time and from time
to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.


                                      75


      SECTION 1502. CALL, NOTICE AND PLACE OF MEETINGS.

            (a) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1501, to be
held at such time and at such place as the Trustee shall determine. Notice of
every meeting of Holders of Securities of any series, setting forth the time
and the place of such meeting and in general terms the action proposed to be
taken at such meeting, shall be given, in the manner provided in Section 106,
not less than 20 nor more than 180 days prior to the date fixed for the
meeting.

            (b) In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 25% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call
a meeting of the Holders of Securities of such series for any purpose
specified in Section 1501, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall
not have made the first publication of the notice of such meeting within 20
days after receipt of such request or shall not thereafter proceed to cause
the meeting to be held as provided herein, then the Company or the Holders of
Securities of such series in the amount above specified, as the case may be,
may determine the time and the place for such meeting and may call such
meeting for such purposes by giving notice thereof as provided in subsection
(a) of this Section.

      SECTION 1503. PERSONS ENTITLED TO VOTE AT MEETINGS. To be entitled to
vote at any meeting of Holders of Securities of any series, a Person shall be
(1) a Holder of one or more Outstanding Securities of such series, or (2) a
Person appointed by an instrument in writing as proxy for a Holder or Holders
of one or more Outstanding Securities of such series by such Holder or
Holders. The only Persons who shall be entitled to be present or to speak at
any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of
the Trustee and its counsel and any representatives of the Company and its
counsel.

      SECTION 1504. QUORUM; ACTION. The Persons entitled to vote a majority
in principal amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series;
PROVIDED, HOWEVER, that if any action is to be taken at such meeting with
respect to a consent or waiver which this Indenture expressly provides may be
given by the Holders of not less than a specified percentage in principal
amount of the Outstanding Securities of a series, the Persons entitled to
vote such specified percentage in principal amount of the Outstanding
Securities of such series shall constitute a quorum. In the absence of a
quorum within 30 minutes after the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at the
reconvening of any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than 10 days; at the reconvening
of any meeting adjourned or further adjourned for lack of a quorum, the
persons entitled to vote 25% in aggregate principal amount of the then
Outstanding Securities shall constitute a quorum for the taking of any action
set forth in the notice of the original meeting. Notice of the reconvening


                                      76


of any adjourned meeting shall be given as provided in Section 1502(a),
except that such notice need be given only once not less than five days prior
to the date on which the meeting is scheduled to be reconvened.

      Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum
is present as aforesaid may be adopted by the affirmative vote of the persons
entitled to vote a majority in aggregate principal amount of the Outstanding
Securities represented at such meeting; PROVIDED, HOWEVER, that, except as
limited by the proviso to Section 902, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted at
a meeting or an adjourned meeting duly reconvened and at which a quorum is
present as aforesaid by the affirmative vote of the Holders of such specified
percentage in principal amount of the Outstanding Securities of that series.

      Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the related
coupons, whether or not present or represented at the meeting.

      Notwithstanding the foregoing provisions of this Section 1504, if any
action is to be taken at a meeting of Holders of Securities of any series
with respect to any request, demand, authorization, direction, notice,
consent, waiver or other action that this Indenture expressly provides may be
made, given or taken by the Holders of a specified percentage in principal
amount of all Outstanding Securities affected thereby, or of the Holders of
such series and one or more additional series:

                  (i)   there shall be no minimum quorum requirement for such
            meeting; and

                  (ii) the principal amount of the Outstanding Securities of
            such series that vote in favor of such request, demand,
            authorization, direction, notice, consent, waiver or other action
            shall be taken into account in determining whether such request,
            demand, authorization, direction, notice, consent, waiver or other
            action has been made, given or taken under this Indenture.

      SECTION 1505.     DETERMINATION OF VOTING RIGHTS; CONDUCT AND
ADJOURNMENT OF MEETINGS.

            (a) Notwithstanding any provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting
of Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the


                                      77


manner specified in Section 104 and the appointment of any proxy shall be
proved in the manner specified in Section 104 or by having the signature of
the Person executing the proxy witnessed or guaranteed by any trust company,
bank or banker authorized by Section 104 to certify to the holding of Bearer
Securities. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 104 or other proof.

            (b) The Trustee shall, by an instrument in writing appoint a
temporary chairman of the meeting, unless the meeting shall have been called
by the Company or by Holders of Securities as provided in Section 1502(b), in
which case the Company or the Holders of Securities of the series calling the
meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the meeting shall
be elected by vote of the Persons entitled to vote a majority in principal
amount of the Outstanding Securities of such series represented at the
meeting.

            (c) At any meeting each Holder of a Security of such series or
proxy shall be entitled to one vote for each $1,000 principal amount of the
Outstanding Securities of such series held or represented by him; PROVIDED,
HOWEVER, that no vote shall be cast or counted at any meeting in respect of
any Security challenged as not Outstanding and ruled by the chairman of the
meeting to be not Outstanding. The chairman of the meeting shall have no
right to vote, except as a Holder of a Security of such series or proxy.

            (d) Any meeting of Holders of Securities of any series duly
called pursuant to Section 1502 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount
of the Outstanding Securities of such series represented at the meeting, and
the meeting may be held as so adjourned without further notice.

      SECTION 1506. COUNTING VOTES AND RECORDING ACTION OF MEETINGS. The vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and
who shall make and file with the secretary of the meeting their verified
written reports in duplicate of all votes cast at the meeting. A record, at
least in duplicate, of the proceedings of each meeting of Holders of
Securities of any series shall be prepared by the secretary of the meeting
and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one
or more persons having knowledge of the fact, setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in
Section 1502 and, if applicable, Section 1504. Each copy shall be signed and
verified by the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the Company and another to
the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting. Any record so signed and verified
shall be conclusive evidence of the matters therein stated.


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                  ARTICLE SIXTEEN - CONVERSION OF SECURITIES

      SECTION 1601. APPLICABILITY OF ARTICLE; CONVERSION PRIVILEGE AND
CONVERSION PRICE. Securities of any series which are convertible shall be
convertible in accordance with their terms and (except as otherwise specified
as contemplated by Section 301 for Securities of any series) in accordance
with this Article Sixteen. Subject to and upon compliance with the provisions
of this Article Sixteen, at any time during the period specified in the
Securities, at the option of the Holder thereof, any Security or any portion
of the principal amount thereof which is $1,000 or an integral multiple of
$1,000 may be converted at the principal amount thereof, or of such portion
thereof, into fully paid and nonassessable shares (calculated as to each
conversion to the nearest 1/100 of a share) of Common Stock of the Company,
at the Conversion Price, determined as hereinafter provided, in effect at the
time of conversion. In case a Security or portion thereof is called for
redemption, such conversion right in respect of the Security or portion so
called shall expire at the close of business on the Business Day immediately
preceding the Redemption Date, unless the Company defaults in making the
payment due upon redemption, in which case such conversion right shall
terminate on the date such default is cured.

      The price at which shares of Common Stock shall be delivered upon
conversion (herein called the "Conversion Price") of Securities of any series
shall be specified in such Securities. The Conversion Price shall be adjusted
in certain instances as provided in Section 1604.

      In case the Company shall, by dividend or otherwise, declare or make a
distribution on its Common Stock referred to in paragraph (4) of Section
1604, the Holder of each Security, upon the conversion thereof pursuant to
this Article Sixteen subsequent to the close of business on the date fixed
for the determination of stockholders entitled to receive such distribution
and prior to the effectiveness of the Conversion Price adjustment in respect
of such distribution pursuant to paragraph (4) of Section 1604, shall be
entitled to receive for each share of Common Stock into which such Security
is converted, the portion of the evidence of indebtedness, shares of Capital
Stock or assets so distributed applicable to one share of Common Stock;
provided, however, that, at the election of the Company (whose election shall
be evidenced by a Board Resolution filed with the Trustee) with respect to
all Holders so converting, the Company may, in lieu of distributing to such
Holder any portion of such distribution not consisting of cash or securities
of the Company, pay such Holder an amount in cash equal to the fair market
value thereof (as determined in good faith by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution filed
with the Trustee). If any conversion of a Security entitled to the benefits
described in the immediately preceding sentence occurs prior to the payment
date for a distribution to holders of Common Stock which the Holder of the
Security so converted is entitled to receive in accordance with the
immediately preceding sentence, the Company may elect (such election to be
evidenced by a Board Resolution filed with the Trustee) to distribute to such
Holder a due bill for the evidences of indebtedness, shares of Capital Stock
or assets to which such Holder is so entitled, provided that such due bill
(i) meets any applicable requirements of the principal national securities
exchange or other market on which the Common Stock is then traded, and (ii)
requires payment or delivery of such evidences of indebtedness or assets no
later than the date of payment or delivery thereof to holders of Common Stock
receiving such distribution.


                                      79


      SECTION 1602. EXERCISE OF CONVERSION PRIVILEGE. In order to exercise
the conversion privilege, the Holder of any Security to be converted shall
surrender such Security, duly endorsed or assigned to the Company or in
blank, at any office or agency maintained by the Company pursuant to Section
1002, accompanied by written notice to the Company at such office or agency
that the Holder elects to convert such Security or, if less than the entire
principal amount thereof is to be converted, the portion thereof to be
converted and shall comply with any additional requirements set forth in such
Security. Securities surrendered for conversion during the period from the
close of business on any Regular Record Date next preceding any Interest
Payment Date to the opening of business on such Interest Payment Date shall
(except for Securities the Maturity of which is prior to such Interest
Payment Date) be accompanied by payment in funds acceptable to the Company of
an amount equal to the interest payable on such Interest Payment Date on the
principal amount of Securities being surrendered for conversion and such
interest shall be paid on such Interest Payment Date as provided in Section
307. Except as provided in the preceding sentence, no payment or adjustment
shall be made upon any conversion on account of any interest accrued on the
Securities surrendered for conversion or on account of any dividends on the
Common Stock issued upon conversion.

       The Company's delivery to the Holder of the fixed number of shares of
the Common Stock of the Company (and any cash in lieu of any fractional share
of Common Stock) into which the Security is convertible shall be deemed to
satisfy the Company's obligation to pay the principal amount of the Security
and all accrued interest and original issue discount that has not previously
been paid. The shares of Common Stock of the Company so delivered shall be
treated as issued first in payment of accrued interest and original issue
discount and then in payment of principal. Thus, accrued interest and
original issue discount shall be treated as paid, rather than canceled,
extinguished or forfeited.

      Securities shall be deemed to have been converted immediately prior to
the close of business on the day of surrender of such Securities for
conversion in accordance with the foregoing provisions, and at such time the
rights of the Holders of such Securities as Holders shall cease, and the
Person or Persons entitled to receive the Common Stock issuable upon
conversion shall be treated for all purposes as the record holder or holders
of such Common Stock at such time. As promptly as practicable on or after the
conversion date, the Company shall issue and shall deliver at such office or
agency a certificate or certificates for the number of full shares of Common
Stock issuable upon conversion, together with payment in lieu of any fraction
of a share, as provided in Section 1603.

      In the case of any Security which is converted in part only, as
promptly as practicable on or after the conversion date the Company shall
execute and the Trustee shall authenticate and make available for delivery to
the Holder thereof (or the Depositary in the case of a Global Security), at
the expense of the Company, a new Security or Securities, of authorized
denominations in aggregate principal amount equal to the unconverted portion
of the principal amount of such Security.

      SECTION 1603. FRACTIONS OF SHARES. No fractional shares of Common Stock
shall be issued upon conversion of Securities. If more than one Security
shall be surrendered for conversion at one time by the same Holder, the
number of full shares of Common Stock which


                                      80


shall be issuable upon conversion thereof shall be computed on the basis of
the aggregate principal amount of the Securities (or specified portions
thereof) so surrendered. Instead of any fractional share of Common Stock
which would otherwise be issuable upon conversion of any Security or
Securities (or specified portions thereof), the Company shall pay a cash
adjustment (rounded to the nearest cent) in respect of such fraction in an
amount equal to the same fraction of the Closing Price per share of the
Common Stock on the day of conversion (or, if such day is not a Trading Day,
on the Trading Day immediately preceding such day).

      SECTION 1604. ADJUSTMENT OF CONVERSION PRICE. The Conversion Price shall
be subject to adjustment from time to time as follows:

            (1) If the Company pays or makes a dividend or other distribution
      (a) on its Common Stock exclusively in Common Stock or (b) on any other
      class of Capital Stock of the Company, which dividend or distribution
      includes Common Stock of the Company, the Conversion Price in effect at
      the opening of business on the day following the date fixed for the
      determination of stockholders entitled to receive such dividend or other
      distribution (the "Dividend Record Date") shall be reduced by multiplying
      such Conversion Price by a fraction of which the numerator shall be the
      number of shares of Common Stock of the Company outstanding at the close
      of business on the Dividend Record Date and the denominator shall be the
      sum of such number of shares and the total number of shares constituting
      such dividend or other distribution. Such reduction shall become effective
      immediately after the opening of business on the day following the date
      fixed for such determination. For the purposes of this paragraph (1), the
      number of shares of Common Stock of the Company at any time outstanding
      shall not include shares held in the treasury of the Company, but shall
      include shares issuable in respect of scrip certificates issued in lieu of
      fractions of shares of Common Stock. The Company shall not pay any
      dividend or make any distribution on shares of Common Stock held in the
      treasury of the Company.

            (2) Subject to paragraph (6) of this Section, if the Company pays or
      makes a dividend or other distribution on its Common Stock consisting
      exclusively of Short Term Rights (as defined below), or otherwise issues
      Short Term Rights to all holders of its Common Stock, the Conversion Price
      in effect at the opening of business on the day following the record date
      for the determination of holders of Common Stock entitled to receive such
      Short Term Rights (the "Rights Record Date") shall be reduced by
      multiplying such Conversion Price by a fraction of which the numerator
      shall be the number of shares of Common Stock of the Company outstanding
      at the close of business on the Rights Record Date plus the number of
      shares of Common Stock of the Company which the aggregate of the offering
      price of the total number of shares of Common Stock so offered for
      subscription or purchase would purchase at such current market price and
      the denominator shall be the number of shares of Common Stock of the
      Company outstanding at the close of business on the Rights Record Date
      plus the number of shares of Common Stock so offered for subscription or
      purchase. Such reduction shall become effective immediately after the
      opening of business on the day following the Rights Record Date. For the
      purposes of this paragraph (2), the number of shares of Common

                                       81



      Stock of the Company at any time outstanding shall not include shares
      held in the treasury of the Company, but shall include shares issuable
      in respect of scrip certificates issued in lieu of fractions of shares of
      Common Stock of the Company. The Company shall not issue any rights,
      options or warrants in respect of shares of its Common Stock held in the
      treasury of the Company. When used in this Section 1604, the term "Short
      Term Rights" shall mean rights, warrants or options entitling the holders
      thereof (for a period commencing no earlier than the Rights Record Date
      and expiring not more than 45 days after the Rights Record Date) to
      subscribe for or purchase shares of Common Stock of the Company at a
      price per share less than the current market price per share (determined
      as provided in paragraph (7) of this Section 1604) of the Common Stock of
      the Company on the Rights Record Date.

            (3) In case outstanding shares of Common Stock of the Company shall
      be subdivided into a greater number of shares of Common Stock, the
      Conversion Price in effect at the opening of business on the day following
      the day upon which such subdivision becomes effective shall be
      proportionately reduced, and, conversely, in case outstanding shares of
      Common Stock of the Company shall be combined into a smaller number of
      shares of Common Stock, the Conversion Price in effect at the opening of
      business on the day following the day upon which such combination becomes
      effective shall be proportionately increased, such reduction or increase,
      as the case may be, to become effective immediately after the opening of
      business on the day following the day upon which such subdivision or
      combination becomes effective.

            (4) Subject to the last sentence of this paragraph (4) of this
      Section, if the Company, by dividend or otherwise, (a) distributes to all
      holders of its Common Stock evidences of its indebtedness, shares of any
      class of Capital Stock of the Company or other assets (other than cash
      dividends out of current or retained earnings), or (b) distributes to
      substantially all holders of Common Stock rights or warrants to subscribe
      for securities (other than Short Term Rights to which paragraph (2) of
      this Section 1604 applies), the Conversion Price shall be reduced by
      multiplying such Conversion Price by a fraction of which the numerator
      shall be the current market price per share (determined as provided in
      paragraph (7) of this Section 1604) of the Common Stock of the Company on
      the Reference Date (as defined below) less the fair market value (as
      determined in good faith by the Board of Directors, whose determination
      shall be conclusive and described in a Board Resolution filed with the
      Trustee), on the Reference Date, of the portion of the evidences of
      indebtedness and other assets so distributed or of such subscription
      rights or warrants applicable to one share of Common Stock (collectively,
      the "Market Value of the Distribution") and the denominator shall be such
      current market price per share of the Common Stock of the Company. Such
      reduction shall become effective immediately prior to the opening of
      business on the day (the "Reference Date") following the later of (a) the
      date fixed for the payment of such distribution and (b) the date 20 days
      after notice relating to such distribution is required to be given
      pursuant to Section 1606(a). If the Board of Directors determines the fair
      market value of any distribution for purposes of this paragraph (4) by
      reference to the actual or when issued trading market for any securities
      comprising such distribution, it must in doing so consider the prices in
      such market over the same period used in

                                       82



      computing the current market price per share pursuant to paragraph (7) of
      this Section 1604. In the event that, with respect to any distribution to
      which this paragraph (4) of Section 1604 would otherwise apply, the
      Market Value of the Distribution is greater than the current market price
      per share of the Common Stock (such distribution being referred to herein
      as an "Unadjusted Distribution"), then the adjustment provided by this
      paragraph (4) shall not be made and in lieu thereof the provisions of
      Section 1611 shall apply with respect to such Unadjusted Distribution.

            (5) The Company may, but shall not be required to, make such
      reductions in the Conversion Price, in addition to those required by
      paragraphs (1), (2), (3), and (4) of this Section 1604, as it considers to
      be advisable in order that any event treated for federal income tax
      purposes as a dividend of stock or stock rights shall not be taxable to
      the recipients. In addition, the Company, from time to time, may decrease
      the Conversion Price by any amount and for any reason, temporarily or
      otherwise, including situations where the Board of Directors determines
      such decrease to be fair and appropriate with respect to transactions in
      which holders of Common Stock have the right to participate.

            (6) Rights or warrants issued or distributed by the Company to all
      holders of its Common Stock entitling the holders thereof to subscribe for
      or purchase shares of Common Stock or Preferred Stock, which rights or
      warrants (i) are deemed to be transferred with such shares of Common
      Stock, (ii) are not exercisable and (iii) are also issued or distributed
      in respect of future issuances of Common Stock, in each case in clauses
      (i) through (iii) until the occurrence of a specified event or events
      ("Trigger Events"), shall for purposes of this Section 1604 not be deemed
      issued or distributed until the occurrence of the earliest Trigger Event.
      Each share of Common Stock issued upon conversion of Securities pursuant
      to this Article Sixteen shall be entitled to receive the appropriate
      number of Common Stock purchase rights (the "Rights"), if any, and the
      certificates representing the Common Stock issued upon conversion shall
      bear such legends, if any. Notwithstanding anything to the contrary in
      this Article Sixteen, there shall not be any adjustment to the Conversion
      Price as a result of (i) the distribution of separate certificates
      representing the Rights; (ii) the occurrence of certain events entitling
      holders of Rights to receive, upon exercise thereof, Common Stock or other
      securities of the Company or other securities of another corporation; or
      (iii) the exercise of such Rights. No adjustment in the Conversion Price
      need be made for rights to purchase or the sale of Common Stock pursuant
      to a Company plan providing for reinvestment of dividends or interest.

            (7) For the purpose of any computation under paragraph (2), (4) or
      (5) of this Section 1604, the "current market price" per share of Common
      Stock of the Company on any date shall be deemed to be the average of the
      daily Closing Prices for the 15 consecutive Trading Days selected by the
      Company commencing not more than 30 Trading Days before, and ending not
      later than, the date in question.

            (8) No adjustment in the Conversion Price shall be required unless
      such adjustment would require an increase or decrease of at least 1% in
      the Conversion Price;

                                       83



      provided, however, that any adjustments which by reason of this
      paragraph (8) are not required to be made shall be carried forward
      and taken into account in any subsequent adjustment. All calculations
      under this Article Sixteen shall be made to the nearest cent or to the
      nearest one-hundredth of a share of Common Stock, as the case may be.

            (9) Anything herein to the contrary notwithstanding, in the event
      the Company shall declare any dividend or distribution requiring an
      adjustment in the Conversion Price hereunder and shall, thereafter and
      before the payment of such dividend or distribution to stockholders,
      legally abandon its plan to pay such dividend or distribution, the
      Conversion Price then in effect hereunder, if changed to reflect such
      dividend or distribution, shall upon the legal abandonment of such plan be
      changed to the Conversion Price which would have been in effect at the
      time of such abandonment (after giving effect to all other adjustments not
      so legally abandoned pursuant to the provisions of this Article Sixteen)
      had such dividend or distribution never been declared.

            (10) Notwithstanding any other provision of this Section 1604, no
      adjustment to the Conversion Price shall reduce the Conversion Price below
      the then par value per share of the Common Stock of the Company, and any
      such purported adjustment shall instead reduce the Conversion Price to
      such par value. Notwithstanding the foregoing sentence, the Company hereby
      covenants that it will from time to time take all such action as may be
      required to assure that the par value per share of the Common Stock is at
      all times equal to or less than the Conversion Price.

            (11) In the event that this Article Sixteen requires adjustments to
      the Conversion Price under more than one of paragraphs (1), (2), (3) or
      (4) of this Section 1604, and the record or effective dates for the
      transaction giving rise to such adjustments shall occur on the same date,
      then such adjustments shall be made by applying (to the extent they are
      applicable), first, the provisions of paragraph (3) of this Section 1604,
      second, the provisions of paragraph (1) of this Section 1604, third, the
      provisions of paragraph (4) of this Section 1604 and, fourth, the
      provisions of paragraph (2) of this Section 1604. Anything herein to the
      contrary notwithstanding, no single event shall require or result in
      duplicative adjustments in the Conversion Price pursuant to this Section
      1604. After an adjustment to the Conversion Price under this Article
      Sixteen, any subsequent event requiring an adjustment under this Article
      Sixteen shall cause an adjustment to the Conversion Price as so adjusted.
      If, after an adjustment, a Holder of a Security upon conversion of such
      Security receives shares of two or more classes of Capital Stock of the
      Company, the Conversion Price shall thereafter be subject to adjustment
      upon the occurrence of an action taken with respect to any such class of
      Capital Stock as is contemplated by this Article Sixteen with respect to
      the Common Stock in this Article Sixteen.

      SECTION 1605. NOTICE OF ADJUSTMENTS OF CONVERSION PRICE. Whenever the
Conversion Price is adjusted as herein provided:

            (1) the Company shall compute the adjusted Conversion Price in
      accordance with Section 1604 or Section 1611 and shall prepare an
      Officer's Certificate setting forth

                                       84



      the adjusted Conversion Price and showing in reasonable detail the facts
      upon which such adjustment is based, and such certificate shall forthwith
      be filed (with a copy to the Trustee) at each office or agency maintained
      for the purpose of conversion of any Securities pursuant to Section 1002;
      and

            (2) a notice stating that the Conversion Price has been adjusted and
      setting forth the adjusted Conversion Price shall forthwith be required,
      and as soon as practicable after it is required, such notice shall be
      mailed by the Company to all Holders at their last addresses as they shall
      appear in the Security Register.

      SECTION 1606. NOTICE OF CERTAIN CORPORATE ACTION. In case:

            (1) the Company shall take any action that would require a
      Conversion Price adjustment pursuant to Section 1604 or Section 1611;

            (2) there shall occur any reclassification of the Common Stock of
      the Company (other than a subdivision or combination of its outstanding
      shares of Common Stock), or any consolidation or merger to which the
      Company is a party, or the sale, transfer or lease of all or substantially
      all of the assets of the Company and for which approval of any
      stockholders of the Company is required; or

            (3) there shall occur the voluntary or involuntary dissolution,
      liquidation or winding up of the Company, then the Company shall cause to
      be filed at each office or agency maintained for the purpose of conversion
      of Securities pursuant to Section 1002, and shall cause to be mailed to
      all Holders at their last addresses as they shall appear in the Security
      Register, at least 10 days prior to the applicable record, effective or
      expiration date hereinafter specified, a notice stating (x) the date on
      which a record is to be taken for the purpose of any dividend,
      distribution or granting of rights, warrants or options, or, if a record
      is not to be taken, the date as of which the holders of Common Stock of
      record to be entitled to such dividend, distribution, rights, options or
      warrants are to be determined, or (y) the date on which such
      reclassification, consolidation, merger, sale, transfer, dissolution,
      liquidation or winding up is expected to become effective, and, if
      applicable, the date as of which it is expected that holders of Common
      Stock of record shall be entitled to exchange their shares of Common Stock
      for securities, cash or other property deliverable upon such
      reclassification, consolidation, merger, sale, transfer, dissolution,
      liquidation or winding up.

      SECTION 1607. COMPANY TO RESERVE COMMON STOCK. The Company shall at all
times reserve and keep available, free from preemptive rights, out of its
authorized but unissued Common Stock, for the purpose of effecting the
conversion of Securities, a number of shares of Common Stock for the conversion
of all outstanding Securities of any series which is convertible into Common
Stock.

      SECTION 1608. TAXES ON CONVERSION. The Company will pay any and all taxes
that may be payable in respect of the issue or delivery of shares of Common
Stock on conversion of Securities pursuant hereto. The Company shall not,
however, be required to pay any tax

                                       85



which may be payable in respect of any transfer involved in the issue and
delivery of shares of Common Stock in a name other than that of the Holder of
the Security or Securities to be converted, and no such issue or delivery
shall be made unless and until the Person requesting such issue has paid to
the Company the amount of any such tax, or has established to the
satisfaction of the Company that such tax has been paid.

      SECTION 1609. COVENANTS AS TO COMMON STOCK. The Company covenants that all
shares of Common Stock which may be issued upon conversion of Securities will
upon issue be duly and validly issued, fully paid and nonassessable, free of
preemptive or any similar rights, and, except as provided in Section 1608, the
Company will pay all taxes, liens and charges with respect to the issue thereof.

      The Company will endeavor promptly to comply with all Federal and state
securities laws regulating the offer and delivery of shares of Common Stock upon
conversion of Securities, if any, and will list or cause to have quoted such
shares of Common Stock on each national securities exchange or in the
over-the-counter market or such other market on which the Common Stock is then
listed or quoted.

      SECTION 1610. CANCELLATION OF CONVERTED SECURITIES. All Securities
delivered for conversion shall be delivered to the Trustee to be cancelled by or
at the direction of the Trustee, which shall dispose of the same as provided in
Section 309.

      SECTION 1611. PROVISIONS IN CASE OF CONSOLIDATION, MERGER OR SALE OF
ASSETS; SPECIAL DISTRIBUTIONS. If any of the following shall occur, namely: (i)
any reclassification or change of outstanding shares of Common Stock issuable
upon conversion of Securities (other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of a
subdivision or combination), (ii) any consolidation or merger to which the
Company is a party other than a merger in which the Company is the continuing
corporation and which does not result in any reclassification of, or change
(other than a change in name, or par value, or from par value to no par value,
or from no par value to par value or as a result of a subdivision or
combination) in, outstanding shares of Common Stock or (iii) any sale or
conveyance of all or substantially all of the property or business of the
Company as an entirety, then the Person formed by such consolidation or
resulting from such merger or which acquires such properties or assets, as the
case may be, shall as a condition precedent to such transaction execute and
deliver to the Trustee a supplemental indenture providing that the Holder of
each Security then outstanding shall have the right thereafter, during the
period such Security shall be convertible as specified in Section 1601, to
convert such Security only into the kind and amount of securities, cash and
other property receivable, if any, upon such consolidation, merger, sale,
transfer or lease by a holder of the number of shares of Common Stock of the
Company into which such Security might have been converted immediately prior to
such consolidation, merger, sale, transfer or lease; provided that the kind and
amount of securities, cash and other property so receivable shall be determined
on the basis of the following assumptions. The holder of Common Stock referred
to in the foregoing sentence:

                                       86



            (1) is not (a) a Person with which the Company consolidated, (b) a
      Person into which the Company merged or which merged into the Company, or
      (c) a Person to which such sale, transfer or lease was made (any Person
      described in the foregoing clauses (a), (b), or (c), hereinafter referred
      to as a "Constituent Person"), or (d) an Affiliate of a Constituent
      Person; and

            (2) failed to exercise his rights of election, if any, as to the
      kind or amount of securities, cash and other property receivable upon such
      consolidation, merger, sale, transfer or lease (provided that if the kind
      or amount of securities, cash and other property receivable upon such
      consolidation, merger, sale transfer or lease is not the same for each
      share of Common Stock of the Company in respect of which such rights of
      election shall not have been exercised, then for the purpose of this
      Section 1611 the kind and amount of securities, cash and other property
      receivable upon such consolidation, merger, sale, transfer or lease shall
      be deemed to be the kind and amount so receivable per share by a plurality
      of such shares of Common Stock).

      Such supplemental indenture shall provide for adjustments which, for
events subsequent to the effective date of such supplemental indenture, shall be
as nearly equivalent as may be practicable to the adjustments provided for in
this Article Sixteen. If, in the case of any such consolidation, merger, sale
transfer or lease the stock or other securities and property (including cash)
receivable thereupon by a holder of Common Stock includes shares of stock or
other securities and property of a corporation other than the successor or
purchasing corporation, as the case may be, in such consolidation, merger, sale,
transfer or lease then such supplemental indenture shall also be executed by
such other corporation and shall contain such additional provisions to protect
the interests of the Holders of the Securities as the Board of Directors of the
Company shall reasonably consider necessary by reason of the foregoing. The
above provisions of this Section 1611 shall similarly apply to successive
consolidations, mergers, sales, transfers or leases.

      In the event the Company shall execute a supplemental indenture pursuant
to this Section 1611, the Company shall promptly file with the Trustee an
Officers' Certificate briefly stating the reasons therefor, the kind or amount
of shares of stock or securities or property (including cash) receivable by
Holders of the Securities upon the conversion of their Securities after any such
reclassification, change, consolidation, merger, sale, transfer or lease and any
adjustment to be made with respect thereto.

      If the Company makes a distribution to all holders of its Common Stock
that constitutes an Unadjusted Distribution pursuant to the last sentence of
paragraph (4) of Section 1604, then, from and after the record date for
determining the holders of Common Stock entitled to receive such distribution
(the "Distribution Record Date"), a Holder of a Security who converts such
Security in accordance with the provisions of this Indenture shall, upon
conversion, be entitled to receive, in addition to the shares of Common Stock
into which the Security is convertible, the kind and amount of evidences of
indebtedness, shares of Capital Stock, or other assets or subscription rights or
warrants, as the case may be, comprising the distribution that such Holder would
have received if such Holder had converted the Security immediately prior to the
Distribution Record Date.

                                       87




      SECTION 1612. TRUSTEE ADJUSTMENT DISCLAIMER; COMPANY DETERMINATION FINAL.
The Trustee has no duty to determine when an adjustment under this Article
Sixteen should be made, how it should be made or what it should be. The Trustee
has no duty to determine whether a supplemental indenture under Section 1611
need be entered into or whether any provisions of any supplemental indenture are
correct. The Trustee shall not be accountable for and makes no representation as
to the validity or value of any securities or assets issued upon conversion of
Securities. The Trustee shall not be responsible for the Company's failure to
comply with this Article Sixteen. Any determination that the Company or the
Board of Directors must make pursuant to this Article Sixteen is conclusive,
absent manifest error.

      SECTION 1613. WHEN NO ADJUSTMENT REQUIRED. Except as expressly set forth
in Section 1604, no adjustment in the Conversion Price shall be made because the
Company issues, in exchange for cash, property or services, shares of its Common
Stock, or any securities convertible into or exchangeable for shares of its
Common Stock, or securities (including warrants, rights and options) carrying
the right to subscribe for or purchase shares of its Common Stock or such
convertible or exchangeable securities.

            (1) Notwithstanding anything herein to the contrary, no adjustment
      in the Conversion Price shall be made pursuant to Section 1604 in respect
      of any dividend or distribution if the Holders may participate therein (on
      a basis to be determined in good faith by the Board of Directors) and
      receive the same consideration they would have received if they had
      converted the Securities immediately prior to the record date with respect
      to such dividend or distribution.

      SECTION 1614. EQUIVALENT ADJUSTMENTS. In the event that, as a result of an
adjustment made pursuant to Section 1604 above, the holder of any Security
thereafter surrendered for conversion shall become entitled to receive any
shares of Capital Stock of the Company other than shares of its Common Stock,
thereafter the Conversion Price of such other shares so receivable upon
conversion of any Securities shall be subject to adjustment from time to time in
a manner and on terms as nearly equivalent as practicable to the provisions with
respect to Common Stock contained in this Article Sixteen.




                                       88





                              SIGNATURES AND SEALS

      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed all as of the day and year first above written.

                                          AFFILIATED MANAGERS GROUP, INC.



                                          By:  /s/ Darrell W. Crate
                                              --------------------------------
                                          Name:  Darrell W. Crate
                                          Title:    Chief Financial Officer



                                          Attest:  /s/ Seth W. Brennan
                                                  ----------------------------
                                          Name:   Seth W. Brennan
                                          Title:     Executive Vice President


                                           FIRST UNION NATIONAL BANK,
                                          as Trustee



                                          By:  /s/ David Massa
                                              --------------------------------
                                          Name:  David Massa
                                          Title:    Vice President



                                          Attest:  /s/ Kenneth Benton
                                                  ----------------------------
                                          Name:   Kenneth Benton
                                          Title:     Vice President




                                       89





                                 ACKNOWLEDGMENT

COMMONWEALTH OF MASSACHUSETTS

                                                                         ) ss:

COUNTY OF ESSEX

On the 21st day of December, before me personally came Darrell W. Crate, to me
known, who, being by me duly sworn, did depose and say that he/she is the
Executive Vice President, Chief Financial Officer and Treasurer of AFFILIATED
MANAGERS GROUP, INC., one of the parties described in and which executed the
foregoing instrument, and that he signed his name thereto by authority of the
Board of Directors.

[Notarial Seal]

Joan Kershaw
- --------------------------------
Notary Public
Commission Expires August 9, 2002

STATE OF MASSACHUSETTS



                                       90





                                    EXHIBIT A

             FORM OF REDEEMABLE OR NON-REDEEMABLE SENIOR SECURITY

                               [Face of Security]

[If the Holder of this Security (as indicated below) is The Depository Trust
Company ("DTC") or a nominee of DTC, this Security is a Global Security and the
following two legends apply:

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC"), 55 WATER STREET, NEW YORK, NEW YORK TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, CONVERSION, EXCHANGE OR
PAYMENT, AND SUCH SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF
DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.]

[IF THIS SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- FOR PURPOSES
OF SECTION 1273 and 1275 OF THE UNITED STATES INTERNAL REVENUE CODE, THE AMOUNT
OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS [___]% OF ITS PRINCIPAL AMOUNT,
THE ISSUE DATE IS [__________], AND THE YIELD TO MATURITY IS [___]%. THE METHOD
USED TO DETERMINE THE AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT
ACCRUAL PERIOD OF [__________] TO [__________], IS [___]% OF THE PRINCIPAL
AMOUNT OF THIS SECURITY.]

                       AFFILIATED MANAGERS GROUP, INC.

                             [Designation of Series]

No. ______________                  CUSIP No. __________          $__________

AFFILIATED MANAGERS GROUP, INC., a Delaware corporation (herein referred to as
the "Company," which term includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay
to [__________] or registered assigns the principal sum of [__________] Dollars
on [__________] (the "Stated Maturity Date") [or INSERT DATE FIXED FOR EARLIER
REDEMPTION (the "Redemption Date," and together with the Stated Maturity Date
with respect to principal repayable on such date, the "Maturity Date.")]

[IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- and to pay
interest thereon from [__________] or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-annually on
[__________] and [__________] in each year (each, an "Interest Payment Date"),
commencing [__________], at the rate of [___]% per annum, until the

                                       A-1



principal hereof is paid or duly provided for. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Holder in whose name this Security
(or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
[__________] or [__________] (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date at the office or agency of the
Company maintained for such purpose; PROVIDED, HOWEVER, that such interest
may be paid, at the Company's option, by mailing a check to such Holder at
its registered address or by transfer of funds to an account maintained by
such Holder within the United States]. Any such interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder
on such Regular Record Date, and may be paid to the Holder in whose name this
Security (or one or more Predecessor Securities) is registered at the close
of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of Securities of this series not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.]

[IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at the
[Stated] Maturity Date and in such case the overdue principal of this Security
shall bear interest at the rate of [___]% per annum (to the extent that the
payment of such interest shall be legally enforceable), which shall accrue from
the date of such default in payment to the date payment of such principal has
been made or duly provided for. Interest on any overdue principal shall be
payable on demand. Any such interest on any overdue principal that is not so
paid on demand shall bear interest at the rate of [___]% per annum (to the
extent that the payment of such interest shall be legally enforceable), which
shall accrue from the date of such demand for payment to the date payment of
such interest has been made or duly provided for, and such interest shall also
be payable on demand.]

The principal of this Security payable on the Stated Maturity Date [or the
principal of, premium or Make-Whole Amount, if any, and, if the Redemption Date
is not an Interest Payment Date, interest on this Security payable on the
Redemption Date] will be paid against presentation of this Security at the
office or agency of the Company maintained for that purpose in [__________], in
such coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.

Interest payable on this Security on any Interest Payment Date and on the
[Stated] Maturity Date [or Redemption Date, as the case may be,] will include
interest accrued from and including the next preceding Interest Payment Date
in respect of which interest has been paid or duly provided for (or from and
including [__________], if no interest has been paid on this Security) to but
excluding such Interest Payment Date or the [Stated] Maturity Date
[or Redemption Date, as the case may be.] If any Interest Payment Date or the
[Stated] Maturity Date or [Redemption Date] falls on a day that is not a
Business Day, as defined below, principal, premium or Make-Whole Amount, if
any, and/or interest payable with respect to such Interest Payment Date or
[Stated]

                                       A-2



Maturity Date [or Redemption Date, as the case may be,] will be paid on the
next succeeding Business Day with the same force and effect as if it were
paid on the date such payment was due, and no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date or
[Stated] Maturity Date [or Redemption Date, as the case may be.] "Business
Day" means any day, other than a Saturday or Sunday, on which banks in
[__________] are not required or authorized by law or executive order to
close.

[IF THIS SECURITY IS A GLOBAL SECURITY, INSERT -- All payments of principal,
premium or Make-Whole Amount, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.]

Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

Unless the Certificate of Authentication hereon has been executed by the Trustee
by manual signature of one of its authorized signatories, this Security shall
not be entitled to any benefit under the Indenture, or be valid or obligatory
for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its facsimile corporate seal.

Dated:  [__________]

                                          AFFILIATED MANAGERS GROUP, INC.



                                          By:______________________________
                                             Name:
                                             Title:



Attest:

- ---------------------------------
Secretary




                                       A-3





                              [Reverse of Security]

                       AFFILIATED MANAGERS GROUP, INC.

This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an

Indenture, dated as of [__________] (herein called the "Indenture") between the
Company and [__________], as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture with respect to the series of
which this Security is a part), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the duly authorized series of Securities designated on the face hereof
(collectively, the "Securities"), [IF APPLICABLE, INSERT -- and the aggregate
principal amount of the Securities to be issued under such series is limited to
$[__________] (except for Securities authenticated and delivered upon transfer
of, or in exchange for, or in lieu of other Securities).] All terms used in this
Security which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.

If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.

[IF APPLICABLE, INSERT -- The Securities may not be redeemed prior to the Stated
Maturity Date.]

[IF APPLICABLE, INSERT -- The Securities are subject to redemption [ (l) (IF
APPLICABLE, INSERT -- on [__________] in any year commencing with the year
[_____] and ending with the year [_____] through operation of the sinking fund
for this series at a Redemption Price equal to 100% of the principal amount, and
(2) ] [IF APPLICABLE, INSERT -- at any time [on or after [__________]], as a
whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount):

 If redeemed on or before [__________], [___]% and if redeemed during the
12-month period beginning [__________] of the years indicated at the Redemption
Prices indicated below.

- --------------------------------------------------------------------------------
Year        Redemption Price             Year      Redemption Price
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------


and thereafter at a Redemption Price equal to [___]% of the principal amount,
together in the case of any such redemption [IF APPLICABLE, INSERT -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date; PROVIDED, HOWEVER, that installments of interest on this
Security whose Stated Maturity is on or prior to such Redemption Date will be
payable to the Holder of this Security, or one or more Predecessor Securities,
of

                                       A-4



record at the close of business on the relevant Record Dates referred to on
the face hereof, all as provided in the Indenture.]

      [IF APPLICABLE, INSERT -- The Securities are subject to redemption (1) on
[__________] in any year commencing with the year [_____] and ending with the
year [_____] through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [on or after [__________]], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning [__________] of the years indicated,

- --------------------------------------------------------------------------------
                               Redemption Price for      Redemption Price for
                                Redemption Through       Redemption Otherwise
                             Operation of the Sinking   Than Through Operation
           Year                        Fund               of the Sinking fund
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------


and thereafter at a Redemption Price equal to [___]% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date;
PROVIDED, HOWEVER, that installments of interest on this Security whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holder of
this Security, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

      [IF APPLICABLE, INSERT -- Notwithstanding the foregoing, the Company may
not, prior to [__________], redeem any Securities as contemplated by [Clause (2)
of] the preceding paragraph as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of moneys borrowed having
an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than [___]% per annum.]

      [IF APPLICABLE, INSERT -- The sinking fund for the Securities provides for
the redemption on [__________] in each year, beginning with the year [_____] and
ending with the year [_____], of [not less than] $[__________]] [("mandatory
sinking fund") and not more than $[__________]] aggregate principal amount of
the Securities. [The Securities acquired or redeemed by the Company otherwise
than through [mandatory] sinking fund payments may be credited against
subsequent [mandatory] sinking fund payments otherwise required to be made in
the [DESCRIBE ORDER] order in which they become due.]]

      Notice of redemption will be given by mail to Holders of Securities, not
less than 30 nor more than 60 days prior to the Redemption Date, all as provided
in the Indenture.

                                       A-5



      In the event of redemption of this Security in part only, a new Security
or Securities for the unredeemed portion hereof shall be issued in the name of
the Holder hereof upon the cancellation hereof.

      [If applicable, insert conversion provisions set forth in any Board
Resolution or indenture supplemental to the Indenture.]

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of not
less than a majority of the aggregate principal amount of all Securities issued
under the Indenture at the time Outstanding and affected thereby. The Indenture
also contains provisions permitting the Holders of not less than a majority of
the aggregate principal amount of the Outstanding Securities, on behalf of the
Holders of all such Securities, to waive compliance by the Company with certain
provisions of the Indenture. Furthermore, provisions in the Indenture permit the
Holders of not less than a majority of the aggregate principal amount, in
certain instances, of the Outstanding Securities of any series to waive, on
behalf of all of the Holders of Securities of such series, certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and other Securities issued upon the
registration of transfer hereof or conversion or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

      No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium or Make-Whole
Amount, if any) and interest on this Security at the times, places and rate, and
in the coin or currency, herein prescribed.

      As provided in the Indenture and subject to certain limitations therein
[and herein] set forth, the transfer of this Security is registrable in the
Security Register of the Company upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium or Make-Whole Amount, if any) and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or by his attorney duly authorized
in writing, and thereupon one or more new Securities, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

      As provided in the Indenture and subject to certain limitations therein
[and herein] set forth, this Security is exchangeable for a like aggregate
principal amount of Securities of different authorized denominations but
otherwise having the same terms and conditions, as requested by the Holder
hereof surrendering the same.

      The Securities of this series are issuable only in registered form
[without coupons] in denominations of $[__________] and any integral multiple
thereof.

                                       A-6



      No service charge shall be made for any such registration of transfer or
conversion or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith,

      Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

      No recourse shall be had for the payment of the principal of or premium or
Make-Whole Amount, if any, or the interest on this Security, or for any claim
based hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any past, present or
future stockholder, employee, officer or director, as such, of the Company or of
any successor, either directly or through the Company or any successor, whether
by virtue of any constitution, statute or rule of law or by the enforcement of
any assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

      The Indenture and the Securities shall be governed by and construed in
accordance with the laws of [the State of New York] applicable to agreements
made and to be performed entirely in such State.


                                       A-7



                                    EXHIBIT B

                             FORMS OF CERTIFICATION

                                   EXHIBIT B-1

FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED TO RECEIVE BEARER SECURITY
           OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

      [Insert title or sufficient description of Securities to be delivered]

      This is to certify that, as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are owned
by person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that are
(a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
2.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise Affiliated Managers Group, Inc. or its agent that such
financial institution will comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the United States Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (iii) are owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)), this is to further certify that such financial institution
has not acquired the Securities for purposes of resale directly or indirectly to
a United States person or to a person within the United States or its
possessions.

      As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

      We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with your
Operating Procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.

      This certificate excepts and does not relate to [U.S.$] of such interest
in the above-captioned Securities in respect of which we are not able to certify
and as to which we


                                      B-1



understand an exchange for an interest in a permanent Global Security or an
exchange for and delivery of definitive Securities (or, if relevant,
collection of any interest) cannot be made until we do so certify.

      We understand that this certificate may be required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

      Dated: [__________]

      [To be dated no earlier than the 15th day prior to (i) the Exchange Date
or (ii) the relevant Interest Payment Date occurring prior to the Exchange Date,
as applicable]

                                    [Name of Person Making Certification]

                                    ------------------------------------
                                    (Authorized Signature)
                                    Name:
                                    Title:


                                      B-2



                                 EXHIBIT B-2

     FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CLEARSTREAM S.A. IN
 CONNECTION WITH THE EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL SECURITY OR
            TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

      [Insert title or sufficient description of Securities to be delivered]

      This is to certify that, based solely on written certifications that we
have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
in the form attached hereto, as of the date hereof, [U.S.$] principal amount of
the above-captioned Securities (i) is owned by person(s) that are not citizens
or residents of the United States, domestic partnerships, domestic corporations
or any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source ("United States person(s)"), (ii) is
owned by United States person(s) that are (a) foreign branches of United States
financial institutions (financial institutions, as defined in U.S. Treasury
Regulations Section 1.165-12(c)(1)(v) are herein referred to as "financial
institutions") purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities through such United
States financial institutions on the date hereof (and in either case (a) or (b),
each such financial institution has agreed, on its own behalf or through its
agent, that we may advise Affiliated Managers Group, Inc. or its agent that such
financial institution will comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) is owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to
the further effect, that financial institutions described in clause (iii) above
(whether or not also described in clause (i) or (ii)) have certified that they
have not acquired the Securities for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its
possessions.

      As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "Possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

      We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary Global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

      We understand that this certification is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in


                                      B-3



connection with which this certificate is or would be relevant, we
irrevocably authorize you to produce this certificate or a copy thereof to
any interested party in such proceedings.

Dated: [__________]

      [To be dated no earlier than the Exchange Date or the relevant Interest
Payment Date occurring prior to the Exchange Date, as applicable]

      [Morgan Guaranty Trust Company of New York, Brussels Office,] as Operator
of the Euroclear System [Clearstream S.A.]

                                    By:
                                       ------------------------------------
                                       Name:
                                       Title:


                                      B-4




                                                                     EXHIBIT 4.2









                          FIRST SUPPLEMENTAL INDENTURE



                          Dated as of December 21, 2001

                                     Between

                  AFFILIATED MANAGERS GROUP, INC., As Issuer

                                       AND

                      FIRST UNION NATIONAL BANK, As Trustee



















      FIRST SUPPLEMENTAL INDENTURE, dated as of December 21, 2001 (the "First
Supplemental Indenture"), between Affiliated Managers Group, Inc., a corporation
duly organized and existing under the laws of the State of Delaware (the
"Company"), and First Union National Bank, a national banking association, as
trustee (the "Trustee").

      WHEREAS, the Company executed and delivered the Indenture dated as of
December 21, 2001 (the "Base Indenture") to the Trustee to provide for the
issuance of the Company's debentures, notes, bonds or other evidence of
indebtedness (the "Securities"), to be issued from time to time in one or more
series as might be determined by the Company under the Base Indenture; and

      WHEREAS, pursuant to the terms of the Base Indenture, the Company desires
to provide for the establishment of a new series of its Securities to be known
as its 6% Senior Notes due 2006 (the "Senior Notes"), the form and terms of such
Senior Notes and the terms, provisions and conditions thereof to be set forth as
provided in the Base Indenture and this First Supplemental Indenture (together,
the "Indenture"); and

      WHEREAS, the Company has requested that the Trustee execute and deliver
this First Supplemental Indenture and all requirements necessary to make this
First Supplemental Indenture a valid, binding and enforceable instrument in
accordance with its terms, and to make the Senior Notes, when executed,
authenticated and delivered by the Company, the valid, binding and enforceable
obligations of the Company, have been done and performed, and the execution and
delivery of this First Supplemental Indenture has been duly authorized in all
respects.

      NOW THEREFORE, in consideration of the purchase and acceptance of the
Senior Notes by the Holders thereof, and for the purpose of setting forth, as
provided in the Base Indenture, the form and terms of the Senior Notes, the
Company covenants and agrees with the Trustee as follows:

                                    ARTICLE I

                                   DEFINITIONS

      Section 1.1 Definition of Terms

      Unless the context otherwise requires:

      (a) a term defined in the Base Indenture has the same meaning when used
in this First Supplemental Indenture;

      (b) a term defined anywhere in this First Supplemental Indenture has
the same meaning throughout;

      (c) the singular includes the plural and vice versa;

      (d) headings are for convenience of reference only and do not affect
interpretation;

                                       2



      (e) the following terms have the meanings given to them in the Purchase
Contract Agreement:

            (i) Applicable Principal Amount;

            (ii) Authorized Newspaper;

            (iii) Cash Settlement;

            (iv) Clearing Agency;

            (v) Clearing Agency Participant;

            (vi) Collateral Agent;

            (vii) Depositary;

            (viii) Growth PRIDES;

            (ix) Income PRIDES;

            (x) Initial Remarketing;

            (xi) Initial Remarketing Date;

            (xii) Purchase Contract Agent;

            (xiii) Quotation Agent;

            (xxiv) Redemption Price;

            (xv) Reset Agent;

            (xvi) Reset Announcement Date;

            (xvii) Reset Rate;

            (xviii) Reset Spread;

            (xix) Tax Event;

            (xx) Treasury Portfolio;

            (xxi) Treasury Portfolio Purchase Price;

            (xxii) Two-Year Benchmark Treasury;

            (xxiii) Two and One-Quarter Year Benchmark Treasury;

            (xxiv) Secondary Remarketing;

            (xxv) Secondary Remarketing Date;

                                       3



            (xxvi) Underwriting Agreement;

      (f) the following terms have the meanings given to them in this Section
1.1(f):

       "Custodial Agent" shall have the meaning set forth in the Pledge
Agreement.

      "Failed Initial Remarketing" shall have the meaning set forth in Section
9.1(g).

      "Failed Secondary Remarketing" shall have the meaning set forth in Section
9.2(h).

      "Global Notes" shall have the meaning set forth in Section 2.3.

      "Interest Payment Date" shall have the meaning set forth in Section 2.4

      "Maturity Date" shall have the meaning specified in Section 2.2.

      "Note Repayment Price'" shall have the meaning set forth in Section 3.4.

      "Pledge Agreement" means the Pledge Agreement, dated as of the date
hereof, by and among the Company, First Union National Bank, as collateral agent
(the "Collateral Agent"), custodial agent and securities intermediary and as
purchase contract agent and attorney-in-fact.

      "Purchase Contract" shall have the meaning set forth in the Purchase
Contract Agreement.

      "Purchase Contract Agreement" means the Purchase Contract Agreement dated
as of December 21, 2001, between the Company and First Union National Bank, as
purchase contract agent.

      "Purchase Contract Settlement Date" means November 17, 2004.

      "Put Option" shall have the meaning set forth in Section 3.4.

      "Put Option Exercise Date" shall have the meaning set forth in Section
3.4.

      "Regular Record Date" means, with respect to any Interest Payment Date for
the Senior Notes, the close of business fifteen calendar days prior to each
Interest Payment Date.

      "Remarketing Agent" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated or any successor thereto or replacement Remarketing Agent under the
Remarketing Agreement.

      "Remarketing Agreement" means the Remarketing Agreement, dated as of
December 21, 2001, among the Company, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as remarketing agent and First Union National Bank as purchase
contract agent and attorney-in-fact.

      "Reset Effective Date" means (i) August 17, 2004 in case the interest
rate is reset on the Initial Remarketing Date, or (ii) the Purchase Contract
Settlement Date, in case the interest rate is reset on the Secondary
Remarketing Date.

                                       4



      The terms "Indenture," "Base Indenture," and "Senior Notes" shall have the
respective meanings set forth in the recitals to this First Supplemental
Indenture.

                                   ARTICLE II

               GENERAL TERMS AND CONDITIONS OF THE SENIOR NOTES

      Section 2.1 Designation and Principal Amount.

      There is hereby authorized a series of Securities designated the Senior
Notes due 2006, limited (except as otherwise provided in Article II of the
Indenture) in aggregate principal amount to $200,000,000 (or, $230,000,000, if
the Underwriters' over-allotment option is exercised in full). The Senior Notes
may be issued from time to time upon written order of the Company for the
authentication and delivery of Senior Notes pursuant to Section 202 of the Base
Indenture.

      Section 2.2 Maturity. The date upon which the Senior Notes shall become
due and payable at final maturity, together with any accrued and unpaid
interest, is November 17, 2006 (the "Maturity Date").

      Section 2.3 Form, Payment and Appointment. The Senior Notes shall be
issued in global form (the "Global Note") registered in the name of The
Depository Trust Company or its nominee or such other depositary as any officer
of the Company may from time to time designate. Principal of and premium, if
any, and interest on the Senior Notes will be payable, the transfer of such
Senior Notes will be registrable and such Senior Notes will be exchangeable for
Senior Notes bearing identical terms and provisions at the office or agency of
the Company maintained for such purpose as described below; provided, however,
that payment of interest may be made at the option of the Company by check
mailed to the Holder at such address as shall appear in the Security Register or
by wire transfer to an account appropriately designated by the Holder entitled
to payment.

      Every Global Note will provide that interest, if any, payable on any
Interest Payment Date will be paid to the applicable Depositary, for the
purpose of permitting such Depositary to credit the interest received by it
in respect of such Global Note to the accounts of the beneficial owners
thereof.

      The Company hereby designates the Borough of Manhattan, The City of New
York as the place of payment ("Place of Payment") for the Senior Notes, and the
office or agency maintained by the Company in such Place of Payment for the
purposes contemplated by this Section 2.3 shall initially be the Corporate Trust
Office of the Trustee.

      The Security Registrar, transfer agent and Paying Agent for the Senior
Notes shall be First Union National Bank. The Senior Notes shall be issuable in
denominations of $25 and integral multiples of $25 thereof.

      One or more global Senior Notes in principal amount equal to the aggregate
principal amount of all outstanding Senior Notes ("Global Senior Notes") may be
transferred, in whole but not in part, only to the Clearing Agency or a nominee
of the Clearing Agency, or to a successor

                                       5



Clearing Agency selected or approved by the Company or to a nominee of such
successor Clearing Agency.

      Section 2.4 Interest.

      (a) The Senior Note will bear interest initially at the rate of 6% per
year (the "Coupon Rate") from and including December 21, 2001 through and
including the day immediately preceding the Reset Effective Date and at the
Reset Rate thereafter until the principal thereof is paid or duly made available
for payment and shall bear interest, to the extent permitted by law, compounded
quarterly, on any overdue principal and premium, if any, and on any overdue
installment of interest at the Coupon Rate through and including the day
immediately preceding the Reset Effective Date and at the Reset Rate thereafter,
payable quarterly in arrears on February 17, May 17, August 17 and November 17
of each year (each, an "Interest Payment Date") commencing on February 17, 2002,
to the Person in whose name such Senior Note, or any predecessor Senior Note, is
registered at the close of business on the Regular Record Date for such interest
installment.

      (b) The interest rate on the Senior Notes will be reset on the Initial
Remarketing Date to the applicable Reset Rate (which Reset Rate will be
effective on and after August 17, 2004) except in the event of a Failed Initial
Remarketing. In the event of a Failed Initial Remarketing, the interest rate on
the Senior Notes will be reset on the Secondary Remarketing Date to the
applicable Reset Rate (which Reset Rate will be effective on and after the
Purchase Contract Settlement Date). On the applicable Reset Announcement Date,
the applicable Reset Spread and the Two-Year Benchmark Treasury or Two and
One-Quarter Year Benchmark Treasury, as applicable, will be announced by the
Company. On the Business Day immediately following such Reset Announcement Date,
the Holders of Senior Notes will be notified of such Reset Spread and Two-Year
Benchmark Treasury or Two and One-Quarter Year Benchmark Treasury, as
applicable, by the Company. Such notice shall be sufficiently given to such
Holders of Senior Notes if published in an Authorized Newspaper.

      (c) Not later than seven calendar days nor more than 15 calendar days
immediately preceding the applicable Reset Announcement Date, the Company will
request that the Clearing Agency or its nominee (or any successor Clearing
Agency or its nominee) notify the Holders of Senior Notes of such Reset
Announcement Date and, in the case of a Secondary Remarketing, the procedures to
be followed by such holders of Senior Notes wishing to settle the related
Purchase Contracts with separate cash on the Business Day immediately preceding
the Purchase Contract Settlement Date.

      (d) The amount of interest payable for any period will be computed on the
basis of a 360-day year consisting of twelve 30-day months. Except as provided
in the following sentence, the amount of interest payable for any period other
than a full quarterly period for which interest is computed, will be computed on
the basis of the actual number of days elapsed in such a 90-day period. In the
event that any date on which interest is payable on the Senior Notes is not a
Business Day, then payment of interest payable on such date will be made on the
next succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such

                                       6



payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date.

                                   ARTICLE III

                         REDEMPTION OF THE SENIOR NOTES

      Section 3.1 Tax Event Redemption.

      If a Tax Event shall occur and be continuing, the Company may, at its
option, redeem the Senior Notes in whole (but not in part) at any time at a
price per Senior Note equal to the Redemption Price. Installments of interest on
Senior Notes which are due and payable on or prior to the date of redemption
(the "Tax Event Redemption Date") will be payable to the Holders of the Senior
Notes registered as such at the close of business on the Regular Record Date.
If, following the occurrence of a Tax Event prior to the Purchase Contract
Settlement Date, the Company exercises its option to redeem the Senior Notes,
the Company shall appoint the Quotation Agent to assemble the Treasury Portfolio
in consultation with the Company. Notice of any redemption will be mailed at
least 30 days but not more than 60 days before the Tax Event Redemption Date to
each registered Holder of the Senior Notes to be repaid at its registered
address. Unless the Company defaults in payment of the Redemption Price, on and
after the Tax Event Redemption Date interest shall cease to accrue on the Senior
Notes.

      Section 3.2 Redemption Procedures for Senior Notes.

      Payment of the Redemption Price to each Holder of Senior Notes shall be
made by the Company, no later than 12:00 noon, New York City time, on the Tax
Event Redemption Date, by check or wire transfer in immediately available funds
at such place and to such account as may be designated by each such Holder of
Senior Notes, including the Trustee or the Collateral Agent, as the case may be.
If the Trustee holds immediately available funds sufficient to pay the
Redemption Price of the Senior Notes, then, on such Tax Event Redemption Date,
such Senior Notes will cease to be outstanding and interest thereon will cease
to accrue, whether or not such Senior Notes have been received by the Company,
and all other rights of the Holder in respect of the Senior Notes shall
terminate and lapse (other than the right to receive the Redemption Price upon
delivery of such Senior Notes but without interest on such Redemption Price).

      Section 3.3 No Sinking Fund.

      The Senior Notes are not entitled to the benefit of any sinking fund.

      Section 3.4 Option to Put Senior Notes upon Failed Secondary
Remarketing.

      If a Failed Secondary Remarketing (as described in Section 5.3(b) of
the Purchase Contract Agreement and incorporated herein by reference) has
occurred, holders of Senior Notes who hold such Senior Notes on the day
immediately following the Purchase Contract Settlement Date shall have the
right (the "Put Option") to put such Senior Notes to the Company on December
31, 2004 (the "Put Option Exercise Date"), upon at least three Business Days
prior notice, at a repayment price equal to the principal amount of such
Senior Notes plus an amount equal to the accrued and unpaid interest thereon
to the date of payment (the "Note Repayment Price").

                                       7



      Section 3.5 Repurchase Procedure for Senior Notes.

      (a) In order for the Senior Notes to be repurchased on the Put Option
Exercise Date, the Trustee must receive on or prior to 5:00 p.m. New York City
time on the third Business Day immediately preceding the Put Option Exercise
Date, at its Corporate Trust Office or at an office or agency maintained by the
Company in the Borough of Manhattan, The City of New York as contemplated by
Section 2.3 hereof, the Senior Notes to be repurchased with the form entitled
"Option to Elect Repayment" on the reverse of or otherwise accompanying such
Senior Notes duly completed. Any such notice received by the Trustee shall be
irrevocable. All questions as to the validity, eligibility (including time of
receipt) and acceptance of the Senior Notes for repayment shall be determined by
the Company, whose determination shall be final and binding.

      (b) Payment of the Note Repayment Price shall be made through the Trustee,
subject to the Trustee's receipt of payment from the Company in accordance with
the terms of the Indenture, no later than 12:00 noon, New York City time, on the
Put Option Exercise Date, and to such account as may be designated. If the
Trustee holds immediately available funds sufficient to pay the Note Repayment
Price of Senior Notes presented for repayment, then, immediately prior to the
close of business on the Put Option Exercise Date, such Senior Notes will cease
to be outstanding and Interest thereon will cease to accrue, whether or not such
Senior Notes have been received by the Company, and all other rights of the
Holder in respect of the Senior Notes, including the Holder's right to require
the Company to repay such Senior Notes, shall terminate and lapse (other than
the right to receive the Note Repayment Price upon delivery of such Senior Notes
but without interest on such Note Repayment Price). Neither the Trustee nor the
Company will be required to register or cause to be registered the transfer of
any Senior Note for which repayment has been elected.

                                   ARTICLE IV

                                    EXPENSES

      Section 4.1 Payment of Expenses.

      In connection with the offering, sale and issuance of the Senior Notes to
the Holders, the Company, in its capacity as borrower with respect to the Senior
Notes shall pay all costs and expenses relating to the offering, sale and
issuance of the Senior Notes, including commissions to the underwriters payable
pursuant to the Underwriting Agreement and compensation of the Trustee under the
Indenture in accordance with the provisions of Section 606 of the Base
Indenture.

                                    ARTICLE V

                                     NOTICE

      Section 5.1 Notice by the Company.

      The Company shall give prompt written notice to a Responsible Officer of
the Trustee of any fact known to the Company that would prohibit the making of
any payment of monies to or by the Trustee in respect of the Senior Notes.
Notwithstanding any of the provisions of the Base

                                       8



Indenture and this First Supplemental Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts that would prohibit the
making of any payment of monies to or by the Trustee in respect of the Senior
Notes; provided, however, that if the Trustee shall not have received the
notice provided for in this Article V at least two Business Days prior to the
date upon which by the terms hereof any money may become payable for any
purpose (including, without limitation, the payment of the principal of (or
premium, if any) or interest on any Senior Note), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power
and authority to receive such money and to apply the same to the purposes for
which they were received, and shall not be affected by any notice to the
contrary that may be received by it within two Business Days prior to such
date.

                                   ARTICLE VI

                               FORM OF SENIOR NOTE

      Section 6.1 Form of Senior Note.

      The Senior Notes and the Trustee's Certificate of Authentication to be
endorsed thereon are to be substantially in the following forms, with such
changes therein as the officers of the Company executing the Senior Notes (by
manual or facsimile signature) may approve, such approval to be conclusively
evidenced by their execution thereof:




                                       9





                            (FORM OF FACE OF NOTE)

IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - THIS SENIOR NOTE IS A GLOBAL NOTE
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY TRUST
COMPANY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TRUST COMPANY TO A
NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST
COMPANY TO THE DEPOSITORY TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY
TRUST COMPANY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE OF SUCH
SUCCESSOR) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.

CUSIP No. 008252 70 2

                                  $200,000,000

                       AFFILIATED MANAGERS GROUP, INC.

                             6% Senior Note Due 2006

      AFFILIATED MANAGERS GROUP, INC., a Delaware corporation (the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to First Union National
Bank, or registered assigns, the principal sum of TWO HUNDRED MILLION Dollars
($200,000,000) on November 17, 2006 (such date is hereinafter referred to as the
"Maturity Date"), and to pay interest on said principal sum from December 21,
2001 or from the next recent date to which interest has been paid or duly
provided for, quarterly in arrears on February 17, May 17, August 17 and
November 17 of each year (each such date, an "Interest Payment Date"),
commencing on February 17, 2002 initially at the rate of 6% per year through and
including the day immediately


                                       10



preceding the Reset Effective Date and at the Reset Rate thereafter until the
principal hereof shall have been paid or duly made available for payment and,
to the extent permitted by law, to pay interest, compounded quarterly, on any
overdue principal and premium, if any, and on any overdue installment of
interest at the rate per year of 6% through and including the day immediately
preceding the Reset Effective Date and at the Reset Rate thereafter. The
amount of interest payable on any Interest Payment Date shall be computed on
the basis of a 360-day year consisting of twelve 30-day months and, except as
provided in the Indenture (as defined below), the amount of interest payable
for any period shorter than a full quarterly period for which interest is
computed will be computed on the basis of the actual number of days elapsed
in such 90-day period. In the event that any date on which interest is
payable on this Senior Note is not a Business Day, then payment of interest
payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any
such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on such
Interest Payment Date. The interest installment so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
the Indenture, be paid to the person in whose name this Senior Note (or one
or more predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest installment which shall be the close of
business on the fifteenth calendar day immediately preceding each Interest
Payment Date. Any such interest installment not punctually paid or duly
provided for on any Interest Payment Date shall forthwith cease to be payable
to the registered Holders at the close of business on such Regular Record
Date and may be paid to the Person in whose name this Senior Note (or one or
more predecessor Securities) is registered at the close of business on a
special record date to be fixed by the Trustee for the payment of such
defaulted interest, notice whereof shall be given to the registered Holders
of this series of Senior Notes not less than 10 days prior to such special
record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Senior Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture. The principal of (and
premium, if any) and the interest on this Senior Note shall be payable at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York in any coin or currency of the United States
of America that at the time of payment is legal tender for payment of public
and private debts; provided, however, that payment of interest may be made at
the option of the Company by check mailed to the registered Holder at such
address as shall appear in the Security Register or by wire transfer to an
account appropriately designated by the Holder entitled thereto.

      The indebtedness evidenced by this Senior Note is, to the extent provided
in the Indenture, senior and unsecured and will rank equal in right of payment
to all other senior unsecured obligations of the Company.

      This Senior Note shall not be entitled to any benefit under the Indenture
hereinafter referred to or be valid or obligatory for any purpose until the
Certificate of Authentication shall have been signed by or on behalf of the
Trustee.

      The provisions of this Senior Note are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.




                                       11





IN WITNESS WHEREOF, the Company has caused this instrument to be executed.

Dated: December 21, 2001

AFFILIATED MANAGERS GROUP, INC.,
as Issuer



By:___________________________

Name:
Title:

Attest:

By:_________________________
Name:
Title:

                          CERTIFICATE OF AUTHENTICATION

This is one of the Senior Notes of the series of Senior Notes described in the
within-mentioned Indenture.

Dated:

FIRST UNION NATIONAL BANK,
as Trustee



By____________________________
     Authorized Signatory



                       (FORM OF REVERSE OF SENIOR NOTE)

      This Senior Note is one of a duly authorized series of Securities of the
Company (herein sometimes referred to as the "Senior Notes"), issued and to be
issued in one or more series under and pursuant to an Indenture dated as of
December 21, 2001 (the "Base Indenture") between the Company and First Union
National Bank, as Trustee (the "Trustee," which term includes any successor
trustee under the Indenture), as supplemented by a First Supplemental Indenture,
dated as of December 21, 2001 (the "First Supplemental Indenture") between the
Company and the Trustee (the Base Indenture as so supplemented, the
"Indenture"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the Holders of the Senior Notes. By the terms of the Indenture, the Securities
are issuable in

                                       12



series that may vary as to amount, date of maturity, rate of interest and in
other respects as provided in the Indenture. This series of Securities is
limited in aggregate principal amount as specified in said First Supplemental
Indenture.

      If a Tax Event shall occur and be continuing, the Company may, at its
option, redeem the Senior Notes in whole (but not in part) at any time at a
price per Senior Note equal to the Redemption Price. The Redemption Price shall
be paid to each Holder of the Senior Notes by the Company, no later than 12:00
noon, New York City time, on the Tax Event Redemption Date, by check or wire
transfer in immediately available funds, at such place and to such account as
may be designated by each such Holder.

      The Senior Notes are not entitled to the benefit of any sinking fund.

      If a Failed Secondary Remarketing (as described in Section 5.3 of the
Purchase Contract Agreement and incorporated herein by reference) has
occurred, each holder of Senior Notes who holds such Notes on the day
immediately following the Purchase Contract Settlement Date shall have the
right (the "Put Option") to put such Senior Notes to the Company on December
31, 2004 (the "Put Option Exercise Date"), upon at least three Business Days
prior notice), at a repayment price equal to the principal amount of this
Senior Note plus an amount equal to the accrued and unpaid interest thereon
to the date of payment (the "Note Repayment Price").

      In order for the Senior Notes to be so repurchased, the Trustee must
receive, on or prior to 5:00 p.m. New York City Time on the third Business Day
immediately preceding the Put Option Exercise Date, at its Corporate Trust
Office, or at an office or agency maintained by the Company in the Borough of
Manhattan, The City of New York as contemplated by Section 2.3 of the First
Supplemental Indenture, the Senior Notes to be repurchased with the form
entitled "Option to Elect Repayment" on the reverse of or otherwise accompanying
such Senior Notes duly completed. Any such notice received by the Trustee shall
be irrevocable. All questions as to the validity, eligibility (including time of
receipt) and acceptance of the Senior Notes for repayment shall be determined by
the Company, whose determination shall be final and binding. The payment of the
Note Repayment Price in respect of such Senior Notes shall be made no later than
12:00 noon, New York City time, on the Put Option Exercise Date.

      In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Senior Notes may be
declared, and upon such declaration shall become, due and payable (or, in
certain circumstances shall ipso facto become due and payable), in the manner,
with the effect and subject to the conditions provided in the Indenture.

      The Indenture contains provisions permitting, with certain exceptions
therein provided, the Company and the Trustee, with the consent of the Holders
of not less than a majority in aggregate principal amount of the Outstanding
Securities of each series affected to execute supplemental indentures for the
purpose of, among other things, adding any provisions to or changing or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or of modifying the rights of the Holders of the Securities. The
Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Securities of any series at the time
Outstanding, on behalf of all of the Holders of all Securities of such series,

                                       13



to waive a Default or Event of Default with respect to such series and its
consequences, except a Default or Event of Default in the payment of the
principal of or premium, if any, or interest on any of the Securities of such
series or in respect of a covenant or other provision which, under the terms of
the Indenture, cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series affected. Any such consent or waiver
by the registered Holder of this Senior Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders of this Senior Note and of any Senior Note issued in exchange for or in
place hereof (whether by registration of transfer or otherwise), irrespective of
whether or not any notation of such consent or waiver is made upon this Senior
Note.

      No reference herein to the Indenture and no provision of this Senior Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Senior Note at the time and place and at the rate and in the
money herein prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, this Senior Note is transferable by the registered Holder hereof on
the Security Register of the Company, upon surrender of this Senior Note for
registration of transfer at the office or agency of the Company maintained for
such purpose in the Borough of Manhattan, The City of New York, accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Company or the Trustee duly executed by the registered Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Senior Notes
of authorized denominations and for the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
made for any such transfer, but the Company may require payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in
relation thereto.

      Prior to due presentment for registration of transfer of this Senior Note,
the Company, the Trustee, any Paying Agent and the Security Registrar may deem
and treat the registered Holder hereof as the absolute owner hereof (whether or
not this Senior Note shall be overdue and notwithstanding any notice of
ownership or writing hereon made by anyone other than the Security Registrar)
for the purpose of receiving payment of or on account of the principal hereof
and premium, if any, and interest due hereon and for all other purposes, and
neither the Company nor the Trustee nor any Paying Agent nor any Security
Registrar shall be affected by any notice to the contrary.

      No recourse shall be had for the payment of the principal of or the
interest on this Senior Note, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, shareholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

      The Indenture imposes certain limitations on the ability of the Company
to, among other things, merge or consolidate with any other Person or sell,
assign, transfer or lease all or

                                       14



substantially all of its properties or assets, and requires that the Company
comply with certain further covenants. All such covenants and limitations are
subject to a number of important qualifications and exceptions. The Company
must report periodically to the Trustee on compliance with the covenants in
the Indenture.

      The Senior Notes of this series are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Senior Notes are exchangeable for a like aggregate principal amount of Senior
Notes of a different authorized denomination, as requested by the Holder
surrendering the same.

      All terms used in this Senior Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

      The Senior Notes are subject to the covenants set forth in the Indenture.

      This Senior Note shall be governed by and construed in accordance with the
law of the State of New York.


                                       15




                            OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably requests and instructs the Company to repay
$____ principal amount of the within Senior Note, pursuant to its terms, on the
"Put Option Exercise Date," together with any interest thereon accrued but
unpaid to the date of repayment, to the undersigned at:

(Please print or type name and address of the undersigned)

and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Senior Note or Senior Notes representing the remaining aggregate principal
amount of this Senior Note.

For this Option to Elect Repayment to be effective, this Senior Note with the
Option to Elect Repayment duly completed must be received by the Trustee at 12
East 49th Street, 37th Floor, New York, New York 10017 Attention: Corporate
Trust - NY4040 no later than 5:00 p.m. on the third Business Day immediately
preceding December 31, 2004.

Dated: ________________________           Signature: _________________________

                                          Signature Guarantee: _______________


Note: The signature to this Option to Elect Repayment must correspond with the
name as written upon the face of the within Senior Note without alteration or
enlargement or change whatsoever.


                                       16



                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Senior Note to:
________________________________________________________________________________

________________________________________________________________________________

(Insert assignee's social security or tax identification number)
________________________________________________________________________________

________________________________________________________________________________

(Insert address and zip code of assignee) and irrevocably appoints _____________
_______________________________________________________ agent to transfer this
Senior Note on the books of the Company. The agent may substitute another to act
for him or her.

Date: __________________ Signature: ____________________

(Sign exactly as your name appears on the other side of this Senior Note)


                                       17



                                   ARTICLE VII

                         ORIGINAL ISSUE OF SENIOR NOTES

      Section 7.1 Original Issue of Senior Notes.

      Senior Notes in the aggregate principal amount of $200,000,000 (or,
$230,000,000, if the Underwriters' over-allotment option is exercised in full)
may from time to time, upon execution of this First Supplemental Indenture, be
executed by the Company and delivered to the Trustee for authentication, and the
Trustee shall thereupon authenticate and deliver said Senior Notes to or upon
the written order of the Company pursuant to Section 202 of the Base Indenture
without any further action by the Company.

      The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding
Senior Notes as of the end of the year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.

                                  ARTICLE VIII

                                  MISCELLANEOUS

      Section 8.1 Ratification of Indenture.

      The Indenture as supplemented by this First Supplemental Indenture, is in
all respects ratified and confirmed, and this First Supplemental Indenture shall
be deemed part of the Indenture in the manner and to the extent herein and
therein provided.

      Section 8.2 Trustee Not Responsible for Recitals.

      The recitals herein contained are made by the Company and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee makes no representation as to the validity or sufficiency of this
First Supplemental Indenture.

      Section 8.3 New York Law to Govern.

      THIS FIRST SUPPLEMENTAL INDENTURE AND EACH SENIOR NOTE SHALL BE DEEMED TO
BE NEW YORK CONTRACTS, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF SAID STATE (WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF
LAW).

      Section 8.4 Separability.

      In case any one or more of the provisions contained in this First
Supplemental Indenture or in the Senior Notes shall for any reason be held to be
invalid, illegal or unenforceable in any respect, then, to the extent permitted
by law, such invalidity, illegality or unenforceability shall not affect any
other provisions of this First Supplemental Indenture or of the Senior Notes,
but


                                       18



this First Supplemental Indenture and the Senior Notes shall be construed as
if such invalid or illegal or unenforceable provision had never been contained
herein or therein.

      Section 8.5 Counterparts.

      This First Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

                                   ARTICLE IX

                                   REMARKETING

      Section 9.1 Initial Remarketing Procedures.

      (a) The Company will request, not later than seven nor more than 15
calendar days prior to the Initial Remarketing Date that the Clearing Agency
notify the Holders of the Senior Notes and the Holders of Income PRIDES and
Growth PRIDES of the remarketing.

      (b) Not later than 5:00 P.M., New York City time, on the second Business
Day immediately preceding the Initial Remarketing Date, each Holder of the
Senior Notes not constituting components of Income PRIDES may elect to have
Senior Notes held by such Holder remarketed. Holders of Senior Notes that are
not a component of Income PRIDES shall give notice of their election to have
such Senior Notes remarketed to the Collateral Agent pursuant to the Pledge
Agreement. Any such notice shall be irrevocable after 5:00 P.M., New York City
time, on the second Business Day immediately preceding the Initial Remarketing
Date and may not be conditioned upon the level at which the Reset Rate is
established. Promptly after 5:30 P.M., New York City time, on such second
Business Day, the Trustee, based on the notices received by it prior to such
time (including notices from the Purchase Contract Agent as to Purchase
Contracts for which Cash Settlement has been elected), shall notify the Company
and the Remarketing Agent of the number of Senior Notes to be tendered for
remarketing. Under Section 5.2 of the Purchase Contract Agreement, Senior Notes
that constitute components of Income PRIDES will be remarketed as provided
therein and in this Section 9.1. The Senior Notes constituting components of
Income PRIDES shall be deemed tendered, notwithstanding any failure by the
Holder of such Income PRIDES to deliver or properly deliver such Senior Notes to
the Remarketing Agent for purchase.

      (c) The right of each Holder to have Senior Notes tendered for purchase
shall be limited to the extent that (i) the Remarketing Agent conducts a
remarketing pursuant to the terms of the Remarketing Agreement, (ii) Senior
Notes tendered have not been called for redemption, (iii) the Remarketing Agent
is able to find a purchaser or purchasers for tendered Senior Notes at a price
per Senior Note such that the aggregate price for the Applicable Principal
Amount of Senior Notes is not less than 100% of the Treasury Portfolio Purchase
Price, and (iv) such purchaser or purchasers deliver the purchase price therefor
to the Remarketing Agent as and when required.

      (d) On the Initial Remarketing Date, the Remarketing Agent shall use
reasonable efforts to remarket, at a price per Senior Note such that the
aggregate price for the Applicable Principal


                                       19



Amount of Senior Notes is equal to approximately 100.5% of the Treasury
Portfolio Purchase Price, Senior Notes tendered or deemed tendered for
purchase.

      (e) If there are no Income PRIDES outstanding and none of the Holders
elect to have Senior Notes held by them remarketed, the Reset Rate shall be the
rate determined by the Reset Agent, subject to the terms of the Remarketing
Agreement, as the rate that would have been established had a remarketing been
held on the Initial Remarketing Date.

      (f) If the Remarketing Agent has determined that it will be able to
remarket all Senior Notes tendered or deemed tendered prior to 4:00 P.M., New
York City time, on the Initial Remarketing Date, the Reset Agent, subject to the
terms of the Remarketing Agreement, shall determine the Reset Rate.

      (g) If, by 4:00 P.M., New York City time, on the Initial Remarketing Date,
the Remarketing Agent is unable to remarket all Senior Notes tendered or deemed
tendered for purchase or if the Initial Remarketing shall not have occurred
because a condition precedent to the Remarketing shall not have been fulfilled,
a failed remarketing ("Failed Initial Remarketing") shall be deemed to have
occurred and the Remarketing Agent shall so advise by telephone the Collateral
Agent, the Company, the Trustee, and the Clearing Agency.

      (h) By approximately 4:30 P.M., New York City time, on the Initial
Remarketing Date, provided that there has not been a Failed Initial Remarketing,
the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the
Company, the Trustee, and the Clearing Agency of the Reset Rate determined in
the remarketing and the aggregate principal amount of Senior Notes sold in the
Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant
thereof) of the Reset Rate and the aggregate principal amount of Senior Notes
such purchaser is to purchase and (iii) each purchaser to give instructions to
its Clearing Agency Participant to pay the purchase price on August 17, 2004 in
same day funds against delivery of the Senior Notes purchased through the
facilities of the Clearing Agency.

      (i) In accordance with the Clearing Agency's normal procedures, on August
17, 2004, the transactions described above with respect to each Senior Note
tendered for purchase and sold in the Initial Remarketing shall be executed
through the Clearing Agency, and the accounts of the respective Clearing Agency
Participants shall be debited and credited and such Senior Notes delivered by
book entry as necessary to effect purchases and sales of such Senior Notes. The
Clearing Agency shall make payment in accordance with its normal procedures.

      (j) If any Holder selling Senior Notes in the Initial Remarketing fails to
deliver such Senior Notes, the Clearing Agency Participant of such selling
Holder and of any other Person that was to have purchased Senior Notes in the
Initial Remarketing may deliver to any such other Person an aggregate principal
amount of Senior Notes that is less than the aggregate principal amount of
Senior Notes that otherwise was to be purchased by such Person. In such event,
the aggregate principal amount of Senior Notes to be so delivered shall be
determined by such Clearing Agency Participant, and delivery of such lesser
aggregate principal amount of Senior Notes shall constitute good delivery.


                                       20



      (k) The Remarketing Agent is not obligated to purchase any Senior Notes in
the Initial Remarketing or otherwise. Neither the Trustee, the Company nor the
Remarketing Agent shall be obligated in any case to provide funds to make
payment upon tender of Senior Notes for remarketing.

      (l) The tender and settlement procedures set forth in this Section 9.1,
including provisions for payment by purchasers of Senior Notes in the Initial
Remarketing, shall be subject to modification, notwithstanding any provision to
the contrary set forth herein, to the extent required by the Clearing Agency or
if the book-entry system is no longer available for the Senior Notes at the time
of the Initial Remarketing, to facilitate the tendering and remarketing of
Senior Notes in certificated form. In addition, the Remarketing Agent may,
notwithstanding any provision to the contrary set forth herein, modify the
settlement procedures set forth herein in order to facilitate the settlement
process.

      (m) Anything herein to the contrary notwithstanding, the Reset Rate shall
in no event exceed the maximum rate permitted by applicable law and, as provided
in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent
shall have any obligation to determine whether there is any limitation under
applicable law on the Reset Rate or, if there is any such limitation, the
maximum permissible Reset Rate on the Senior Notes and they shall rely solely
upon written notice from the Company (which the Company agrees to provide prior
to the 10th Business Day before August 17, 2004) as to whether or not there is
any such limitation and, if so, the maximum permissible Reset Rate.

      Section 9.2 Secondary Remarketing Procedures.

      (a) If a Failed Initial Remarketing has occurred, the Company will
request, not later than seven nor more than 15 calendar days prior to the
Secondary Remarketing Date that the Clearing Agency notify the Holders of the
Senior Notes and the Holders of Income PRIDES and Growth PRIDES of the Secondary
Remarketing and of the procedures that must be followed if a Holder of Senior
Notes wishes to exercise such Holder's rights with respect to the Put Option if
there is a Failed Secondary Remarketing.

      (b) Not later than 5:00 P.M., New York City time, on the second Business
Day immediately preceding the Secondary Remarketing Date, each Holder of the
Senior Notes may elect to have Senior Notes held by such Holder remarketed.
Under Section 5.3 of the Purchase Contract Agreement, Holders of Income PRIDES
that do not give notice of intention to make a Cash Settlement of their related
Purchase Contracts shall be deemed to have consented to the disposition of the
Senior Notes constituting a component of such Income PRIDES. Holders of Senior
Notes that are not a component of Income PRIDES shall give notice of their
election to have such Senior Notes remarketed to the Custodial Agent pursuant to
the Pledge Agreement. Any such notice shall be irrevocable after 5:00 P.M., New
York City time, on the second Business Day immediately preceding the Secondary
Remarketing Date and may not be conditioned upon the level at which the Reset
Rate is established. Promptly after 5:30 P.M., New York City time, on such
second Business Day, the Trustee, based on the notices received by it prior to
such time (including notices from the Purchase Contract Agent as to Purchase
Contracts for which Cash Settlement has been elected), shall notify the Company
and the Remarketing Agent of the number of Senior Notes to be tendered for
remarketing.


                                       21



      (c) If any Holder of Income PRIDES does not give a notice of its intention
to make a Cash Settlement or gives a notice of election to tender Senior Notes
as described in Section 9.2(b), the Senior Notes of such Holder shall be deemed
tendered, notwithstanding any failure by such Holder to deliver or properly
deliver such Senior Notes to the Remarketing Agent for purchase.

      (d) The right of each Holder to have Senior Notes tendered for purchase
shall be limited to the extent that (i) the Remarketing Agent conducts a
remarketing pursuant to the terms of the Remarketing Agreement, (ii) Senior
Notes tendered have not been called for redemption, (iii) the Remarketing Agent
is able to find a purchaser or purchasers for tendered Senior Notes at a price
of not less than 100% of the principal amount thereof, and (iv) such purchaser
or purchasers deliver the purchase price therefor to the Remarketing Agent as
and when required.

      (e) If a Failed Initial Remarketing has occurred, on the Secondary
Remarketing Date, the Remarketing Agent shall use reasonable efforts to
remarket, at a price equal to approximately 100.5% of the aggregate principal
amount thereof, Senior Notes tendered or deemed tendered for purchase.

      (f) If none of the Holders elect or are deemed to have elected to have
Senior Notes held by them remarketed, the Reset Rate shall be the rate
determined by the Reset Agent, subject to the terms of the Remarketing
Agreement, as the rate that would have been established had a remarketing been
held on the Secondary Remarketing Date.

      (g) If the Remarketing Agent has determined that it will be able to
remarket all Senior Notes tendered or deemed tendered prior to 4:00 P.M., New
York City time, on the Secondary Remarketing Date, the Reset Agent shall,
subject to the terms of the Remarketing Agreement, determine the Reset Rate.

      (h) If, by 4:00 P.M., New York City time, on the Secondary Remarketing
Date, the Remarketing Agent is unable to remarket all Senior Notes tendered or
deemed tendered for purchase or if the Secondary Remarketing shall not have
occurred because a condition precedent to the Secondary Remarketing shall not
have been fulfilled, a failed remarketing ("Failed Secondary Remarketing") shall
be deemed to have occurred and the Remarketing Agent shall so advise by
telephone the Collateral Agent, the Company, the Trustee, and the Clearing
Agency.

      (i) By approximately 4:30 P.M., New York City time, on the Secondary
Remarketing Date, provided that there has not been a Failed Secondary
Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral
Agent, the Company, the Trustee, and the Clearing Agency of the Reset Rate
determined in the Secondary Remarketing and the aggregate principal amount of
Senior Notes sold in the Secondary Remarketing, (ii) each purchaser (or the
Clearing Agency Participant thereof) of the Reset Rate and the aggregate
principal amount of Senior Notes such purchaser is to purchase and (iii) each
purchaser to give instructions to its Clearing Agency Participant to pay the
purchase price on the Purchase Contract Settlement Date in same day funds
against delivery of the Senior Notes purchased through the facilities of the
Clearing Agency.


                                       22



      (j) In accordance with the Clearing Agency's normal procedures, on the
Purchase Contract Settlement Date, the transactions described above with respect
to each Senior Note tendered for purchase and sold in the Secondary Remarketing
shall be executed through the Clearing Agency, and the accounts of the
respective Clearing Agency Participants shall be debited and credited and such
Senior Notes delivered by book entry as necessary to effect purchases and sales
of such Senior Notes. The Clearing Agency shall make payment in accordance with
its normal procedures.

      (k) If any Holder selling Senior Notes in the Secondary Remarketing fails
to deliver such Senior Notes, the Clearing Agency Participant of such selling
Holder and of any other Person that was to have purchased Senior Notes in the
Secondary Remarketing may deliver to any such other Person an aggregate
principal amount of Senior Notes that is less than the aggregate principal
amount of Senior Notes that otherwise was to be purchased by such Person. In
such event, the aggregate principal amount of Senior Notes to be so delivered
shall be determined by such Clearing Agency Participant, and delivery of such
lesser aggregate principal amount of Senior Notes shall constitute good
delivery.

      (l) The Remarketing Agent is not obligated to purchase any Senior Notes in
the Secondary Remarketing or otherwise. Neither the Trustee, the Company nor the
Remarketing Agent shall be obligated in any case to provide funds to make
payment upon tender of Senior Notes for remarketing.

      (m) The tender and settlement procedures set forth in this Section 9.2,
including provisions for payment by purchasers of Senior Notes in the Secondary
Remarketing, shall be subject to modification, notwithstanding any provision to
the contrary set forth herein, to the extent required by the Clearing Agency or
if the book-entry system is no longer available for the Senior Notes at the time
of the Secondary Remarketing, to facilitate the tendering and remarketing of
Senior Notes in certificated form. In addition, the Remarketing Agent may,
notwithstanding any provision to the contrary set forth herein, modify the
settlement procedures set forth herein in order to facilitate the settlement
process.

      (n) Anything herein to the contrary notwithstanding, the Reset Rate shall
in no event exceed the maximum rate permitted by applicable law and, as provided
in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent
shall have any obligation to determine whether there is any limitation under
applicable law on the Reset Rate or, if there is any such limitation, the
maximum permissible Reset Rate on the Senior Notes and they shall rely solely
upon written notice from the Company (which the Company agrees to provide prior
to the 10th Business Day before the Purchase Contract Settlement Date) as to
whether or not there is any such limitation and, if so, the maximum permissible
Reset Rate.


                                       23



IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed by their respective officers thereunto duly
authorized, on the date or dates indicated in the acknowledgments and as of the
day and year first above written.

                                    AFFILIATED MANAGERS GROUP, INC.,
                                    as Issuer

                                    By: /s/ Darrell W. Crate
                                        -------------------------------
                                    Name:  Darrell W. Crate
                                    Title: Chief Financial Officer


Attest:

By: /s/ Seth W. Brennan
    ---------------------------
Name:  Seth W. Brennan
Title: Executive Vice President

FIRST UNION NATIONAL BANK,
as Trustee


By: /s/ David Massa
    ---------------------------
Name:  David Massa
Title: Vice President


Attest:

By: /s/ Kenneth Benton
    ---------------------------
Name:  Kenneth Benton
Title: Vice President


                                       24




                                                                     EXHIBIT 4.3









                         AFFILIATED MANAGERS GROUP, INC.

                                       AND

                           FIRST UNION NATIONAL BANK,
                           as Purchase Contract Agent



                               ------------------

                           PURCHASE CONTRACT AGREEMENT

                               ------------------









                          Dated as of December 21, 2001








                                TABLE OF CONTENTS


                                    ARTICLE I



           DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1.        DEFINITIONS.....................................................................................1
SECTION 1.2.        COMPLIANCE CERTIFICATES AND OPINIONS...........................................................11
SECTION 1.3.        FORM OF DOCUMENTS DELIVERED TO AGENT...........................................................12
SECTION 1.4.        ACTS OF HOLDERS; RECORD DATES..................................................................13
SECTION 1.5.        NOTICES........................................................................................14
SECTION 1.6.        NOTICE TO HOLDERS; WAIVER......................................................................14
SECTION 1.7.        EFFECT OF HEADINGS AND TABLE OF CONTENTS.......................................................15
SECTION 1.8.        SUCCESSORS AND ASSIGNS.........................................................................15
SECTION 1.9.        SEPARABILITY CLAUSE............................................................................15
SECTION 1.10.       BENEFITS OF AGREEMENT..........................................................................15
SECTION 1.11.       GOVERNING LAW..................................................................................15
SECTION 1.12.       LEGAL HOLIDAYS.................................................................................15
SECTION 1.13.       COUNTERPARTS...................................................................................16
SECTION 1.14.       INSPECTION OF AGREEMENT........................................................................16

                                   ARTICLE II

                                CERTIFICATE FORMS

SECTION 2.1.        FORMS OF CERTIFICATES GENERALLY................................................................16
SECTION 2.2.        FORM OF AGENT'S CERTIFICATE OF AUTHENTICATION..................................................17

                                   ARTICLE III

                                 THE SECURITIES

SECTION 3.1.        TITLE AND TERMS; DENOMINATIONS.................................................................17
SECTION 3.2.        RIGHTS AND OBLIGATIONS EVIDENCED BY THE CERTIFICATES...........................................17
SECTION 3.3.        EXECUTION, AUTHENTICATION, DELIVERY AND DATING.................................................18
SECTION 3.4.        TEMPORARY CERTIFICATES.........................................................................19
SECTION 3.5.        REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE............................................19
SECTION 3.6.        BOOK-ENTRY INTERESTS...........................................................................20
SECTION 3.7.        NOTICES TO HOLDERS.............................................................................21
SECTION 3.8.        APPOINTMENT OF SUCCESSOR CLEARING AGENCY.......................................................21
SECTION 3.9.        DEFINITIVE CERTIFICATES........................................................................21
SECTION 3.10.       MUTILATED, DESTROYED, LOST AND STOLEN CERTIFICATES.............................................22
SECTION 3.11.       PERSONS DEEMED OWNERS..........................................................................23
SECTION 3.12.       CANCELLATION...................................................................................23
SECTION 3.13.       ESTABLISHMENT OF GROWTH PRIDES.................................................................23
SECTION 3.14.       REESTABLISHMENT OF INCOME PRIDES...............................................................25
SECTION 3.15.       TRANSFER OF COLLATERAL UPON OCCURRENCE OF TERMINATION EVENT....................................26
SECTION 3.16.       CUSIP NUMBERS..................................................................................27

                                   ARTICLE IV

                                THE SENIOR NOTES

SECTION 4.1.        INTEREST AND OTHER PAYMENTS; RIGHTS TO PAYMENTS PRESERVED; RATE RESET; NOTICE..................27
SECTION 4.2.        NOTICE AND VOTING..............................................................................28



                                       i






SECTION 4.3.        TAX EVENT REDEMPTION...........................................................................29

                                    ARTICLE V

                             THE PURCHASE CONTRACTS

SECTION 5.1.        PURCHASE OF COMMON STOCK.......................................................................29
SECTION 5.2.        INITIAL REMARKETING............................................................................31
SECTION 5.3.        PAYMENT OF PURCHASE PRICE......................................................................32
SECTION 5.4.        ISSUANCE OF COMMON STOCK.......................................................................35
SECTION 5.5.        ADJUSTMENT OF SETTLEMENT RATE..................................................................36
SECTION 5.6.        NOTICE OF ADJUSTMENTS AND CERTAIN OTHER EVENTS.................................................41
SECTION 5.7.        TERMINATION EVENT; NOTICE......................................................................41
SECTION 5.8.        EARLY SETTLEMENT...............................................................................41
SECTION 5.9.        NO FRACTIONAL SHARES...........................................................................43
SECTION 5.10.       CHARGES AND TAXES..............................................................................43

                                   ARTICLE VI

                                    REMEDIES

SECTION 6.1.        UNCONDITIONAL RIGHT OF HOLDERS TO PURCHASE COMMON STOCK........................................45
SECTION 6.2.        RESTORATION OF RIGHTS AND REMEDIES.............................................................45
SECTION 6.3.        RIGHTS AND REMEDIES CUMULATIVE.................................................................45
SECTION 6.4.        DELAY OR OMISSION NOT WAIVER...................................................................45
SECTION 6.5.        UNDERTAKING FOR COSTS..........................................................................45
SECTION 6.6.        WAIVER OF STAY OR EXTENSION LAWS...............................................................46

                                   ARTICLE VII

                                    THE AGENT

SECTION 7.1.        CERTAIN DUTIES AND RESPONSIBILITIES............................................................46
SECTION 7.2.        NOTICE OF DEFAULT..............................................................................47
SECTION 7.3.        CERTAIN RIGHTS OF AGENT........................................................................47
SECTION 7.4.        NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.........................................48
SECTION 7.5.        MAY HOLD SECURITIES............................................................................48
SECTION 7.6.        MONEY HELD IN CUSTODY..........................................................................48
SECTION 7.7.        COMPENSATION AND REIMBURSEMENT.................................................................48
SECTION 7.8.        CORPORATE AGENT REQUIRED; ELIGIBILITY..........................................................49
SECTION 7.9.        RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR..............................................49
SECTION 7.10.       ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.........................................................50
SECTION 7.11.       MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS....................................51
SECTION 7.12.       PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.........................................51
SECTION 7.13.       NO OBLIGATIONS OF AGENT........................................................................51
SECTION 7.14.       TAX COMPLIANCE.................................................................................52

                                  ARTICLE VIII

                             SUPPLEMENTAL AGREEMENTS

SECTION 8.1.        SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF HOLDERS.............................................52
SECTION 8.2.        SUPPLEMENTAL AGREEMENTS WITH CONSENT OF HOLDERS................................................53
SECTION 8.3.        EXECUTION OF SUPPLEMENTAL AGREEMENTS...........................................................53
SECTION 8.4.        EFFECT OF SUPPLEMENTAL AGREEMENTS..............................................................54
SECTION 8.5.        REFERENCE TO SUPPLEMENTAL AGREEMENTS...........................................................54



                                       ii




                                   ARTICLE IX



                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1.        COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS....54
SECTION 9.2.        RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.....................................................55
SECTION 9.3.        OPINION OF COUNSEL GIVEN TO AGENT..............................................................55

                                    ARTICLE X

                                    COVENANTS

SECTION 10.1.       PERFORMANCE UNDER PURCHASE CONTRACTS...........................................................55
SECTION 10.2.       MAINTENANCE OF OFFICE OR AGENCY................................................................55
SECTION 10.3.       COMPANY TO RESERVE COMMON STOCK................................................................56
SECTION 10.4.       COVENANTS AS TO COMMON STOCK...................................................................56

EXHIBIT A           Form of Income PRIDES Certificate
EXHIBIT B           Form of Growth PRIDES Certificate
EXHIBIT C           Instruction to Collateral Agent
EXHIBIT D           Instruction to Purchase Contract Agent
EXHIBIT E           Notice to Settle with Separate Cash



                                       iii





      PURCHASE CONTRACT AGREEMENT, dated as of December 21, 2001, between
Affiliated Managers Group, Inc., a company duly organized and existing under the
laws of the State of Delaware (the "Company"), and First Union National Bank, a
national banking association, acting as purchase contract agent for the Holders
of Securities from time to time (the "Agent").

                                    RECITALS

      The Company has duly authorized the execution and delivery of this
Agreement and the Certificates evidencing the Securities.

      All things necessary to make the Purchase Contracts, when the Certificates
are executed by the Company and authenticated, executed on behalf of the Holders
and delivered by the Agent, as provided in this Agreement, the valid obligations
of the Company, and to constitute this Agreement a valid agreement of the
Company, in accordance with its terms, have been done.

                                   WITNESSETH:

      For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed as follows:

                                    ARTICLE I
           DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1.      DEFINITIONS.

      For all purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires:

      (a) the terms defined in this Article have the meanings assigned to them
in this Article and include the plural as well as the singular; and nouns and
pronouns of the masculine gender include the feminine and neuter genders;

      (b) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles in
the United States;

      (c) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section or other subdivision; and

      (d)  the following terms have the meanings given to them in this
Section 1.1(d).

      "Act" when used with respect to any Holder, has the meaning specified in
Section 1.4.

      "Affiliate" has the same meaning as given to that term in Rule 405 of the
Securities Act or any successor rule thereunder.





      "Agent" means the Person named as the "Agent" in the first paragraph of
this instrument until a successor Agent shall have become such pursuant to the
applicable provisions of this Agreement, and thereafter "Agent" shall mean such
Person.

      "Agreement" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more agreements supplemental
hereto entered into pursuant to the applicable provisions hereof.

      "Applicable Market Value" has the meaning specified in Section 5.1.

      "Applicable Ownership Interest" means, with respect to an Income PRIDES
and the Treasury Securities in the Treasury Portfolio, (A) a 1/40th undivided
beneficial ownership interest in a $1,000 principal or interest amount of a
principal or interest strip in a Treasury Security included in such Treasury
Portfolio which matures on or prior to November 15, 2004 and (B) for the
scheduled interest payment date on the Senior Notes that occurs on the Purchase
Contract Settlement Date, in the case of a Successful Initial Remarketing, or
after the Tax Event Redemption Date and on or before the Purchase Contract
Settlement Date, in the case of a Tax Event Redemption, a 0.0375% undivided
beneficial ownership interest in a $1,000 face amount of such Treasury Security
which is a principal or interest strip maturing on such interest payment date.

      "Applicable Principal Amount" means the aggregate principal amount of the
Senior Notes which are components of Income PRIDES on the Initial Remarketing
Date.

      "Authorized Newspaper" means a daily newspaper, in the English language,
customarily published on each day that is a Business Day in The City of New
York, whether or not published on days that are legal holidays, and of general
circulation in The City of New York. The Authorized Newspaper for the purposes
of the Reset Announcement Date, is currently anticipated to be THE WALL STREET
JOURNAL (NYC edition).

      "Bankruptcy Code" means title 11 of the United States Code, or any other
law of the United States that from time to time provides a uniform system of
bankruptcy laws.

      "Beneficial Owner" means, with respect to a Book-Entry Interest, a Person
who is the beneficial owner of such Book-Entry Interest as reflected on the
books of the Clearing Agency or on the books of a Person maintaining an account
with such Clearing Agency (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of such Clearing
Agency).

      "Board of Directors" means the board of directors of the Company or a duly
authorized committee of that board.

      "Board Resolution" means one or more resolutions of the Board of
Directors, a copy of which has been certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors and
to be in full force and effect on the date of such certification and delivered
to the Agent.

                                       2



      "Book-Entry Interest" means a beneficial interest in a Global Certificate,
ownership and transfers of which shall be maintained and made through book
entries by a Clearing Agency as described in Section 3.6.

      "Business Day" means any day other than a Saturday, Sunday or any other
day on which banking institutions in the State of New York are authorized or
obligated by any law or executive order to be closed.

      "Cash Merger" has the meaning set forth in Section 5.11(a).

      "Cash Settlement" has the meaning set forth in Section 5.3(a)(i).

      "Certificate" means an Income PRIDES Certificate or a Growth PRIDES
Certificate.

      "Clearing Agency" means an organization registered as a "Clearing Agency"
pursuant to Section 17A of the Exchange Act that is acting as a depositary for
the Securities and in whose name, or in the name of a nominee of that
organization, shall be registered a Global Certificate and which shall undertake
to effect book-entry transfers and pledges of the Securities.

      "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

      "Closing Price" has the meaning specified in Section 5.1.

      "Collateral" has the meaning specified in Section 2.1 of the Pledge
Agreement.

      "Collateral Agent" means First Union National Bank, a national banking
association, as Collateral Agent under the Pledge Agreement until a successor
Collateral Agent shall have become such pursuant to the applicable provisions of
the Pledge Agreement, and thereafter "Collateral Agent" shall mean the Person
who is then the Collateral Agent thereunder.

      "Collateral Substitution" has the meaning specified in Section 3.13.

      "Common Stock" means the common stock, par value US$0.01, of the Company.

      "Company" means the Person named as the "Company" in the first paragraph
of this instrument until a successor shall have become such pursuant to the
applicable provision of this Agreement, and thereafter "Company" shall mean such
successor.

      "Corporate Trust Office" means the principal corporate trust office of the
Agent at which, at any particular time, its corporate trust business shall be
administered, which office at the date hereof is located at 12 East 49th Street,
37th Floor, New York, New York 10017, Attention: Corporate Trust -- NY4040.

      "Coupon Rate" means the percentage rate per year at which each Senior Note
will bear interest initially.

                                       3



      "Current Market Price" has the meaning specified in Section 5.5(a)(8).

      "Depositary" means, initially, DTC until another Clearing Agency becomes
its successor.

      "DTC" means The Depository Trust Company, the initial Clearing Agency.

      "Early Settlement" has the meaning specified in Section 5.8(a).

      "Early Settlement Amount" has the meaning specified in Section 5.8(a).

      "Early Settlement Date" has the meaning specified in Section 5.8(a).

      "Early Settlement Rate" has the meaning specified in Section 5.8(b).

      "Exchange Act" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time, and the rules and
regulations promulgated thereunder.

      "Expiration Date" has the meaning specified in Section 1.4(e).

      "Expiration Time" has the meaning specified in Section 5.5(a)(6).

      "Failed Initial Remarketing" has the meaning specified in Section 5.2.

      "Failed Secondary Remarketing" has the meaning specified in Section
5.3(b).

      "Global Certificate" means a Certificate that evidences all or part of the
Securities and is registered in the name of a Depositary or a nominee thereof.

      "Growth PRIDES" means the collective rights and obligations of a holder of
a Growth PRIDES Certificate in respect of a 1/40th undivided beneficial interest
in a Treasury Security, subject in each case to the Pledge thereof, and the
related Purchase Contract.

      "Growth PRIDES Certificate" means a certificate evidencing the rights and
obligations of a Holder in respect of the number of Growth PRIDES specified on
such certificate.

      "Growth PRIDES Register" and "Growth PRIDES Registrar" have the respective
meanings specified in Section 3.5.

      "Holder," when used with respect to a Security, means the Person in whose
name the Security evidenced by an Income PRIDES Certificate and/or a Growth
PRIDES Certificate is registered in the related Income PRIDES Register and/or
the Growth PRIDES Register, as the case may be.

      "Income PRIDES" means the collective rights and obligations of a Holder of
an Income PRIDES Certificate in respect of a Senior Note, subject to the Pledge
thereof, and the related Purchase Contract.

                                       4



      "Income PRIDES Certificate" means a certificate evidencing the rights and
obligations of a Holder in respect of the number of Income PRIDES specified on
such certificate.

      "Income PRIDES Register" and "Income PRIDES Registrar" have the respective
meanings specified in Section 3.5.

      "Indenture" means the Indenture dated December 21, 2001 between the
Company and First Union National Bank as amended and supplemented by the First
Supplemental Indenture, dated as of December 21, 2001, between the Company and
First Union National Bank.

      "Initial Remarketing" has the meaning specified in Section 5.2.

      "Initial Remarketing Date" means the third business day immediately
preceding August 17, 2004.

      "Issuer Order" or "Issuer Request" means a written order or request signed
in the name of the Company by the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, the General Counsel, the Secretary or any Vice President (or other
officer performing similar functions) of the Company and delivered to the Agent.

      "Merger Early Settlement" has the meaning set forth in Section 5.11(a).

      "Merger Early Settlement Date" has the meaning set forth in Section
5.11(a).

      "NYSE" has the meaning specified in Section 5.1.

      "Officer's Certificate" means a certificate signed by the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the General Counsel, the Secretary or any Vice
President (or other officer performing similar functions) of the Company and
delivered to the Agent.

      "Opinion of Counsel" means an opinion in writing signed by legal counsel,
who may be an employee of or counsel to the Company or an Affiliate of the
Company.

      "Outstanding Securities," with respect to any Income PRIDES or Growth
PRIDES, means, as of the date of determination, all Income PRIDES or Growth
PRIDES evidenced by Certificates theretofore authenticated, executed and
delivered under this Agreement, except:

                  (i) if a Termination Event has occurred, (A) Growth PRIDES and
      (B) Income PRIDES for which the Stated Amount of the related Senior Note
      has been theretofore deposited with the Agent in trust for the Holders of
      such Income PRIDES;

                  (ii) Income PRIDES and Growth PRIDES evidenced by Certificates
      theretofore cancelled by the Agent or delivered to the Agent for
      cancellation or deemed cancelled pursuant to the provisions of this
      Agreement; and

                                       5



                  (iii) Income PRIDES and Growth PRIDES evidenced by
      Certificates in exchange for or in lieu of which other Certificates have
      been authenticated, executed on behalf of the Holder and delivered
      pursuant to this Agreement, other than any such Certificate in respect of
      which there shall have been presented to the Agent proof satisfactory to
      it that such Certificate is held by a bona fide purchaser in whose hands
      the Income PRIDES or Growth PRIDES evidenced by such Certificate are valid
      obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
number of the Income PRIDES or Growth PRIDES have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Income PRIDES or
Growth PRIDES owned by the Company or any Affiliate of the Company shall be
disregarded and deemed not to be outstanding, except that, in determining
whether the Agent shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Income PRIDES or
Growth PRIDES which a Responsible Officer of the Agent actually knows to be so
owned shall be so disregarded. Income PRIDES or Growth PRIDES so owned which
have been pledged in good faith may be regarded as Outstanding Securities if the
pledgee establishes to the satisfaction of the Agent the pledgee's right so to
act with respect to such Income PRIDES or Growth PRIDES and that the pledgee is
not the Company or any Affiliate of the Company.

      "Payment Date" means each February 17, May 17, August 17 and November 17,
commencing February 17, 2002.

      "Permitted Investments" has the meaning set forth in Section 1.1 of the
Pledge Agreement.

      "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

      "Pledge" means the pledge under the Pledge Agreement of the Senior Notes
or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as
the case may be, and of the Treasury Securities, in each case constituting a
part of the Securities.

      "Pledge Agreement" means the Pledge Agreement, dated as of the date
hereof, by and among the Company, the Collateral Agent and the Agent, on its own
behalf and as attorney-in-fact for the Holders from time to time of the
Securities.

      "Predecessor Certificate" means a Predecessor Income PRIDES Certificate or
a Predecessor Growth PRIDES Certificate.

      "Predecessor Growth PRIDES Certificate" of any particular Growth PRIDES
Certificate means every previous Growth PRIDES Certificate evidencing all or a
portion of the rights and obligations of the Company and the Holder under the
Growth PRIDES evidenced thereby; and, for the purposes of this definition, any
Growth PRIDES Certificate authenticated and delivered under Section 3.10 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Growth PRIDES
Certificate shall be deemed to evidence the same rights and obligations of the
Company and the Holder as the mutilated, destroyed, lost or stolen Growth PRIDES
Certificate.

                                       6



      "Predecessor Income PRIDES Certificate" of any particular Income PRIDES
Certificate means every previous Income PRIDES Certificate evidencing all or a
portion of the rights and obligations of the Company and the Holder under the
Income PRIDES evidenced thereby; and, for the purposes of this definition, any
Income PRIDES Certificate authenticated and delivered under Section 3.10 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Income PRIDES
Certificate shall be deemed to evidence the same rights and obligations of the
Company and the Holder as the mutilated, destroyed, lost or stolen Income PRIDES
Certificate.

      "Proceeds" has the meaning set forth in Section 1.1 of the Pledge
Agreement.

      "Purchase Contract," when used with respect to any Security, means the
contract forming a part of such Security and obligating the Company to sell and
the Holder of such Security to purchase Common Stock on the terms and subject to
the conditions set forth in Article Five hereof.

      "Purchase Contract Settlement Date" means November 17, 2004.

      "Purchase Contract Settlement Fund" has the meaning specified in Section
5.4.

      "Purchase Price" has the meaning specified in Section 5.1.

      "Purchased Shares" has the meaning specified in Section 5.5(a)(6).

      "Quotation Agent" means Merrill Lynch Government Securities, Incorporated
or any of their successors or any other primary U.S. government securities
dealer in New York City selected by the Company.

      "Record Date" for the distribution payable in respect of the Senior Notes
or the Applicable Ownership Percentage of the Treasury Portfolio payable on any
Payment Date means, as to any Global Certificate, the fifteenth calendar day
immediately preceding such Payment Date, and as to any other Certificate, a day
selected by the Company which shall be more than one Business Day but less than
60 Business Days prior to such Payment Date.

      "Redemption Amount" means in the case of a Tax Event Redemption occurring
prior to a Successful Initial Remarketing of the Senior Notes, for each Senior
Note the product of (i) the principal amount of such Senior Note and (ii) a
fraction whose numerator is the applicable Treasury Portfolio Purchase Price and
whose denominator is the aggregate principal amount of notes included in Income
PRIDES, and in the case of a Tax Event Redemption Date occurring after a
Successful Initial Remarketing of the Senior Notes, the par value of the Senior
Notes.

      "Redemption Price" means the redemption price per Senior Note equal to the
Redemption Amount plus any accrued and unpaid interest on such Senior Note to
the date of redemption.

      "Register" means the Income PRIDES Register and the Growth PRIDES
Register.

      "Registrar" means the Income PRIDES Registrar and the Growth PRIDES
Registrar.

                                       7



      "Remarketing Agent" has the meaning specified in Section 5.2.

      "Remarketing Agreement" means the Remarketing Agreement, dated as of the
date hereof, by and among the Company, the Remarketing Agent and the Agent.

      "Remarketing Fee" has the meaning specified in Section 5.2.

      "Remarketing Underwriting Agreement" has the meaning specified in the
Remarketing Agreement.

      "Reorganization Event" has the meaning specified in Section 5.5(b).

      "Reset Agent" means a nationally recognized investment banking firm chosen
by the Company to determine the Reset Rate.

      "Reset Announcement Date" means, in the case of the Reset Rate to be
determined on the Initial Remarketing Date, the tenth (10th) Business Day
immediately preceding August 17, 2004 and, in the case of the Reset Rate to be
determined on the Secondary Remarketing Date, the tenth (10th) Business Day
immediately preceding the Purchase Contract Settlement Date.

      "Reset Rate" means the rate per annum (to be determined by the Reset
Agent), equal to the sum of (X) the Reset Spread and (Y) the rate of interest on
(1) in the case of the Reset Rate to be determined on the Initial Remarketing
Date, the Two and One-Quarter Year Benchmark Treasury in effect on the Initial
Remarketing Date or (2) in the case of the Reset Rate to be determined on the
Secondary Remarketing Date, the Two-Year Benchmark Treasury in effect on the
Secondary Remarketing Date.

      "Reset Spread" means (a) in the case of the Reset Rate to be determined on
the Initial Remarketing Date, a spread amount to be determined by the Reset
Agent on the applicable Reset Announcement Date as the appropriate spread so
that the Reset Rate will be the interest rate that the Senior Notes should bear
in order for the Applicable Principal Amount of Senior Notes to have an
approximate aggregate market value of 100.5% of the Treasury Portfolio Purchase
Price on the Initial Remarketing Date and (b) in the case of the Reset Rate to
be determined on the Secondary Remarketing Date, a spread amount determined by
the Reset Agent on the applicable Reset Announcement Date as the appropriate
spread so that the Reset Rate will be the interest rate that the Senior Notes
should bear in order for the Senior Notes to have an approximate market value of
100.5% of their principal amount on the Secondary Remarketing Date.

      "Responsible Officer," when used with respect to the Agent, means any
officer of the Agent assigned by the Agent to administer its corporate trust
matters.

      "Secondary Remarketing" has the meaning specified in Section 5.3(b).

      "Secondary Remarketing Date" means the third business day immediately
preceding the Purchase Contract Settlement Date.

                                       8



      "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time, and the rules and
regulations promulgated thereunder.

      "Security" means an Income PRIDES or a Growth PRIDES.

      "Senior Notes" means the series of senior notes of the Company designated
6% Senior Notes due 2006, to be issued under the Indenture as of the date
hereof.

      "Settlement Rate" has the meaning specified in Section 5.1.

      "Stated Amount" means $25.

      "Successful Initial Remarketing" has the meaning specified in Section
5.2."Successful Secondary Remarketing" has the meaning specified in Section
5.3(b).

      "Tax Event" means the receipt by the Company of an opinion of nationally
recognized tax counsel experienced in such matters to the effect that there is
more than an insubstantial risk that interest payable by the Company on the
Senior Notes on the next Payment Date would not be deductible, in whole or in
part, by the Company for United States federal income tax purposes as a result
of (a) any amendment to, change in, or announced proposed change in, the laws,
or any regulations thereunder, of the United States or any political subdivision
or taxing authority thereof or therein affecting taxation, (b) any amendment to
or change in an official interpretation or application of any such law or
regulations by any legislative body, court, governmental agency or regulatory
authority or (c) any official interpretation or pronouncement that provides for
a position with respect to any such laws or regulations that differs from the
generally accepted position on the date hereof, which amendment, change, or
proposed change is effective or which interpretation or pronouncement is
announced on or after the date hereof.

      "Tax Event Redemption" means, if a Tax Event shall occur and be
continuing, the redemption of the Senior Notes, at the option of the Company, in
whole but not in part, on not less than 30 days nor more than 60 days' written
notice.

      "Tax Event Redemption Date" means the date upon which a Tax Event
Redemption is to occur.

      "Tax Event Redemption Principal Amount" means either (i) if the Tax Event
Redemption Date occurs prior to August 17, 2004 or, in the event of Failed
Initial Remarketing, prior to the Purchase Contract Settlement Date, the
aggregate principal amount of the Senior Notes which are components of Income
PRIDES on the Tax Event Redemption Date or (ii) if the Tax Event Redemption Date
occurs on or after August 17, 2004 or, in the event of a Failed Initial
Remarketing, on or after the Purchase Contract Settlement Date, the aggregate
principal amount of the Senior Notes outstanding on such Tax Event Redemption
Date.

      "Tender or Exchange Offer" has the meaning specified in Section 5.5(a)(6).

      "Termination Date" means the date, if any, on which a Termination Event
occurs.

                                       9



      "Termination Event" means the occurrence of any of the following events:
(i) at any time on or prior to the Purchase Contract Settlement Date, a
judgment, decree or court order shall have been entered granting relief under
the Bankruptcy Code, adjudicating the Company to be insolvent, or approving as
properly filed a petition seeking reorganization or liquidation of the Company
under the Bankruptcy Code or any other similar applicable Federal or state law,
and, unless such judgment, decree or order shall have been entered within 60
days prior to the Purchase Contract Settlement Date, such decree or order shall
have continued undischarged and unstayed for a period of 60 days; or (ii) a
judgment, decree or court order for the appointment of a receiver or liquidator
or trustee or assignee in bankruptcy or insolvency of the Company or of its
property, or for the winding up or liquidation of its affairs, shall have been
entered, and, unless such judgment, decree or order shall have been entered
within 60 days prior to the Purchase Contract Settlement Date, such judgment,
decree or order shall have continued undischarged and unstayed for a period of
60 days, or (iii) at any time on or prior to the Purchase Contract Settlement
Date, the Company shall file a petition for relief under the Bankruptcy Code, or
shall consent to the filing of a bankruptcy proceeding against it, or shall file
a petition or answer or consent seeking reorganization or liquidation under the
Bankruptcy Code or any other similar applicable Federal or state law, or shall
consent to the filing of any such petition, or shall consent to the appointment
of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency
of it or of its property, or shall make an assignment for the benefit of
creditors, or shall admit in writing its inability to pay its debts generally as
they become due.

      "Threshold Appreciation Price" has the meaning specified in Section 5.1.

      "Threshold Depreciation Price" has the meaning specified in Section 5.1.

      "TIA" means the Trust Indenture Act of 1939, as amended, or any successor
statute.

      "Trading Day" has the meaning specified in Section 5.1.

      "Treasury Portfolio" means a portfolio of zero-coupon U.S. Treasury
securities consisting of principal or interest strips of U.S. Treasury
securities that mature on or prior to November 15, 2004 in an aggregate amount
equal to the Applicable Principal Amount and interest or principal strips of
U.S. Treasury securities that mature on or prior to November 15, 2004 in an
aggregate amount equal to the aggregate interest payment that would be due on
the aggregate principal amount of the Senior Notes if the Coupon Rate was not
reset pursuant to a Successful Initial Remarketing or a Successful Secondary
Remarketing.

      "Treasury Portfolio Purchase Price" means the lowest aggregate price
quoted by a primary U.S. government securities dealer in New York City to the
Quotation Agent on the third Business Day immediately preceding August 17, 2004
for the purchase of the Treasury Portfolio for settlement on August 17, 2004.

      "Treasury Security" means a zero coupon U.S. Treasury security with a
principal amount at maturity equal to $1,000 and maturing on November 15, 2004.

      "Two-Year Benchmark Treasury" means direct obligations of the United
States (which may be obligations traded on a when-issued basis only) having a
maturity comparable to the remaining term to maturity of the Senior Notes, as
agreed upon by the Company and the Reset


                                       10



Agent. The rate for the Two-Year Benchmark Treasury will be the bid side rate
displayed at 10:00 A.M., New York City time, on the third Business Day
immediately preceding the Purchase Contract Settlement Date in the Telerate
system (or if the Telerate system is (a) no longer available on the Secondary
Remarketing Date or (b) in the opinion of the Reset Agent (after consultation
with the Company) no longer an appropriate system from which to obtain such
rate, such other nationally recognized quotation system as, in the opinion of
the Reset Agent (after consultation with the Company), is appropriate). If
such rate is not so displayed, the rate for the Two-Year Benchmark Treasury
shall be, as calculated by the Reset Agent, the yield to maturity for the
Two-Year Benchmark Treasury, expressed as a bond equivalent on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis, and
computed by taking the arithmetic mean of the secondary market bid rates, as
of 10:30 A.M., New York City time, on the Secondary Remarketing Date of three
leading United States government securities dealers selected by the Reset
Agent (after consultation with the Company)(which may include the Reset Agent
or an affiliate thereof).

      "Two and One-Quarter Year Benchmark Treasury" means direct obligations of
the United States (which may be obligations traded on a when-issued basis only)
having a maturity comparable to the remaining term to maturity of the Senior
Notes, as agreed upon by the Company and the Reset Agent. The rate for the Two
and One-Quarter Year Benchmark Treasury will be the bid side rate displayed at
10:00 A.M., New York City time, on the Initial Remarketing Date in the Telerate
system (or if the Telerate system is (a) no longer available on the Initial
Remarketing Date or (b) in the opinion of the Reset Agent (after consultation
with the Company), no longer an appropriate system from which to obtain such
rate, such other nationally recognized quotation system as, in the opinion of
the Reset Agent (after consultation with the Company) is appropriate). If such
rate is not so displayed, the rate for the Two and One-Quarter Year Benchmark
Treasury shall be, as calculated by the Reset Agent, the yield to maturity for
the Two and One-Quarter Year Benchmark Treasury, expressed as a bond equivalent
on the basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis, and computed by taking the arithmetic mean of the secondary market bid
rates, as of 10:30 A.M., New York City time, on the Initial Remarketing Date of
three leading United States government securities dealers selected by the Reset
Agent (after consultation with the Company) (which may include the Reset Agent
or an Affiliate thereof).

      "Underwriting Agreement" means the Underwriting Agreement, dated
December 18, 2001, by and among the Company and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and Morgan
Stanley & Co. Incorporated.

      "Vice President" means any vice president, whether or not designated by a
number or a word or words added before or after the title "vice president."

Section 1.2.  COMPLIANCE CERTIFICATES AND OPINIONS.

      Except as otherwise expressly provided by this Agreement, upon any
application or request by the Company to the Agent to take any action under any
provision of this Agreement, the Company shall furnish to the Agent an Officer's
Certificate stating that all conditions precedent, if any, provided for in this
Agreement relating to the proposed action have been complied with and, if
requested by the Agent, an Opinion of Counsel stating that, in the opinion


                                       11



of such counsel, all such conditions precedent, if any, have been complied
with, except that in the case of any such application or request as to which
the furnishing of such documents is specifically required by any provision of
this Agreement relating to such particular application or request, no
additional certificate or opinion need be furnished.

      Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Agreement shall include:

            (1) a statement that the individual signing such certificate or
      opinion has read such covenant or condition and the definitions herein
      relating thereto;

            (2) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (3) a statement that, in the opinion of such individual, he or she
      has made such examination or investigation as is necessary to enable such
      individual to express an informed opinion as to whether or not such
      covenant or condition has been complied with; and

            (4) a statement as to whether, in the opinion of such individual,
      such condition or covenant has been complied with.

Section 1.3.  FORM OF DOCUMENTS DELIVERED TO AGENT.

      In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

      Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion may be based, insofar as it relates
to factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Company stating that the information with respect to
such factual matters is in the possession of the Company unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.

      Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Agreement, they may, but need not, be consolidated and
form one instrument.


                                       12



Section 1.4.  ACTS OF HOLDERS; RECORD DATES.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Agent and,
where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Agreement
and (subject to Section 7.1) conclusive in favor of the Agent and the Company,
if made in the manner provided in this Section.

      (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner which the Agent deems
sufficient.

      (c) The ownership of Securities shall be proved by the Income PRIDES
Register or the Growth PRIDES Register, as the case may be.

      (d) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Certificate shall bind every future Holder of
the same Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Agent or the
Company in reliance thereon, whether or not notation of such action is made upon
such Certificate.

      (e) The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Agreement to be given, made or taken by
Holders of Securities. If any record date is set pursuant to this paragraph, the
Holders of the Outstanding Securities, whether Income PRIDES or Growth PRIDES,
as the case may be, on such record date, and no other Holders, shall be entitled
to take the relevant action with respect to the Income PRIDES or the Growth
PRIDES, as the case may be, whether or not such Holders remain Holders after
such record date; provided that no such action shall be effective hereunder
unless taken on or prior to the applicable Expiration Date by Holders of the
requisite number of Outstanding Securities on such record date. Nothing in this
paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite number of Outstanding Securities on the date such action is
taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the
Agent in writing and to each Holder of Securities in the manner set forth in
Section 1.6.


                                       13



      With respect to any record date set pursuant to this Section, the Company
may designate any date as the "Expiration Date" and from time to time may change
the Expiration Date to any earlier or later day; provided that no such change
shall be effective unless notice of the proposed new Expiration Date is given to
the Agent in writing, and to each Holder of Securities in the manner set forth
in Section 1.6, on or prior to the existing Expiration Date. If an Expiration
Date is not designated with respect to any record date set pursuant to this
Section, the Company shall be deemed to have initially designated the 180th day
after such record date as the Expiration Date with respect thereto, subject to
its right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.

Section 1.5.  NOTICES.

      Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Agreement to be
made upon, given or furnished to, or filed with:

            (1) the Agent by any Holder or by the Company shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if made, given, furnished or filed in writing and personally delivered or
      mailed, first-class postage prepaid, to the Agent at First Union National
      Bank, 12 East 49th Street, 37th Floor, New York, New York 10017,
      Attention: Corporate Trust -- NY4040, or at any other address previously
      furnished in writing by the Agent to the Holders and the Company; or

            (2) the Company by the Agent or by any Holder shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if made, given, furnished or filed in writing and personally delivered or
      mailed, first-class postage prepaid, to the Company at Affiliated Managers
      Group, Inc., 600 Hale Street, Prides Crossing, MA 01965, Attention: Chief
      Financial Officer, or at any other address previously furnished in writing
      to the Agent by the Company; or

            (3) the Collateral Agent by the Agent, the Company or any Holder
      shall be sufficient for every purpose hereunder (unless otherwise herein
      expressly provided) if made, given, furnished or filed in writing and
      personally delivered or mailed, first-class postage prepaid, addressed to
      the Collateral Agent at First Union National Bank, 12 East 49th Street,
      37th Floor, New York, New York 10017, Attention: Corporate Trust --
      NY4040, or at any other address previously furnished in writing by the
      Collateral Agent to the Agent, the Company and the Holders.

Section 1.6.  NOTICE TO HOLDERS; WAIVER.

      Where this Agreement provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at its address as it appears in the applicable Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice. In any case where notice to Holders is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed to any particular Holder shall


                                       14



affect the sufficiency of such notice with respect to other Holders. Where
this Agreement provides for notice in any manner, such notice may be waived
in writing by the Person entitled to receive such notice, either before or
after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Agent, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

      In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Agent shall
constitute a sufficient notification for every purpose hereunder.

Section 1.7.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

      The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

Section 1.8.  SUCCESSORS AND ASSIGNS.

      All covenants and agreements in this Agreement by the Company shall bind
its successors and assigns, whether so expressed or not.

Section 1.9.  SEPARABILITY CLAUSE.

      In case any provision in this Agreement or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof and thereof shall not in any way be affected or
impaired thereby.

Section 1.10.  BENEFITS OF AGREEMENT.

      Nothing in this Agreement or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors hereunder
and, to the extent provided hereby, the Holders, any benefits or any legal or
equitable right, remedy or claim under this Agreement. The Holders from time to
time shall be beneficiaries of this Agreement and shall be bound by all of the
terms and conditions hereof and of the Securities evidenced by their
Certificates by their acceptance of delivery of such Certificates.

Section 1.11.  GOVERNING LAW.

      This Agreement and the Securities shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts
of laws principles thereof.

Section 1.12.  LEGAL HOLIDAYS.

      In any case where any Purchase Contract Settlement Date shall not be a
Business Day, then (notwithstanding any other provision of this Agreement, the
Income PRIDES Certificates or the Growth PRIDES Certificates), the Purchase
Contracts shall not be performed on such date, but the Purchase Contracts shall
be performed on the immediately following Business Day with the same force and
effect as if performed on the Purchase Contract Settlement Date.


                                       15



Section 1.13.  COUNTERPARTS.

      This Agreement may be executed in any number of counterparts by the
parties hereto on separate counterparts, each of which, when so executed and
delivered, shall be deemed an original, but all such counterparts shall together
constitute one and the same instrument.

Section 1.14.  INSPECTION OF AGREEMENT.

      A copy of this Agreement shall be available at all reasonable times during
normal business hours at the Corporate Trust Office for inspection by any
Holder.

                                   ARTICLE II
                                CERTIFICATE FORMS

Section 2.1.  FORMS OF CERTIFICATES GENERALLY.

      The Income PRIDES Certificates (including the form of Purchase Contract
forming part of the Income PRIDES evidenced thereby) shall be in substantially
the form set forth in Exhibit A hereto, with such letters, numbers or other
marks of identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as may be required by the rules of any
securities exchange on which the Income PRIDES are listed or any depositary
therefor, or as may, consistently herewith, be determined by the officers of the
Company executing such Income PRIDES Certificates, as evidenced by their
execution of the Income PRIDES Certificates.

      The definitive Income PRIDES Certificates shall be printed, lithographed
or engraved on steel engraved borders or may be produced in any other manner,
all as determined by the officers of the Company executing such Income PRIDES
Certificates, consistent with the provisions of this Agreement, as evidenced by
their execution thereof.

      The Growth PRIDES Certificates (including the form of Purchase Contracts
forming part of the Growth PRIDES evidenced thereby) shall be in substantially
the form set forth in Exhibit B hereto, with such letters, numbers or other
marks of identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as may be required by the rules of any
securities exchange on which the Growth PRIDES may be listed or any depositary
therefor, or as may, consistently herewith, be determined by the officers of the
Company executing such Growth PRIDES Certificates, as evidenced by their
execution of the Growth PRIDES Certificates.

      The definitive Growth PRIDES Certificates shall be printed, lithographed
or engraved on steel engraved borders or may be produced in any other manner,
all as determined by the officers of the Company executing such Growth PRIDES
Certificates, consistent with the provisions of this Agreement, as evidenced by
their execution thereof.

      Every Global Certificate authenticated, executed on behalf of the Holders
and delivered hereunder shall bear a legend in substantially the following form:


                                       16



      THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
      PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN
      THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY
      NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO
      TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE
      NAME OF ANY PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF,
      EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT
      AGREEMENT.

Section 2.2.  FORM OF AGENT'S CERTIFICATE OF AUTHENTICATION.

      The form of the Agent's certificate of authentication of the Income PRIDES
shall be in substantially the form set forth on the form of the Income PRIDES
Certificates.

      The form of the Agent's certificate of authentication of the Growth PRIDES
shall be in substantially the form set forth on the form of the Growth PRIDES
Certificates.

                                   ARTICLE III
                                 THE SECURITIES

Section 3.1.  TITLE AND TERMS; DENOMINATIONS.

      The aggregate number of Income PRIDES evidenced by Certificates
authenticated, executed on behalf of the Holders and delivered hereunder is
limited to 8,000,000 (9,200,000 if the Underwriters' overallotment option
pursuant to the Underwriting Agreement is exercised in full), except for
Certificates authenticated, executed and delivered upon registration of transfer
of, in exchange for, or in lieu of, other Certificates pursuant to Section 3.4,
3.5, 3.10, 3.13, 3.14, 5.8 or 8.5. Growth PRIDES will be issued only in the
manner described in Section 3.13 hereof.

      The Certificates shall be issuable only in registered form and only in
denominations of a single Income PRIDES or Growth PRIDES and any integral
multiple thereof.

Section 3.2.  RIGHTS AND OBLIGATIONS EVIDENCED BY THE CERTIFICATES.

      Each Income PRIDES Certificate shall evidence the number of Income PRIDES
specified therein, with each such Income PRIDES representing the ownership by
the Holder thereof of a beneficial interest in a Senior Note or the Applicable
Ownership Interest of the Treasury Portfolio, as the case may be, subject to the
Pledge of such Senior Note or the Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement,
and the rights and obligations of the Holder thereof and the Company under one
Purchase Contract. The Agent as attorney-in-fact for, and on behalf of, the
Holder of each Income PRIDES shall pledge, pursuant to the Pledge Agreement, the
Senior Note or the Applicable Ownership Interest of the Treasury Portfolio, as
the case may be, forming a part of such Income PRIDES, to the Collateral Agent
and grant to the Collateral Agent a security interest in the right, title, and
interest of such Holder in such Senior Note or the Applicable Ownership Interest
of the Treasury Portfolio, as the case may be, for the benefit of the Company,
to secure the obligation of the Holder under each Purchase Contract to purchase
the Common


                                       17



Stock of the Company. Prior to the purchase of Common Stock under each
Purchase Contract, the Purchase Contracts shall not entitle the Holders of
Income PRIDES Certificates to any of the rights of a holder of Common Stock,
including, without limitation, the right to vote or receive any dividends or
other payments or to consent or to receive notice as stockholders in respect
of the meetings of stockholders or for the election of directors of the
Company or for any other matter, or any other rights whatsoever as
stockholders of the Company.

      Each Growth PRIDES Certificate shall evidence the number of Growth PRIDES
specified therein, with each such Growth PRIDES representing the ownership by
the Holder thereof of a 1/40th undivided beneficial interest in a Treasury
Security, subject to the Pledge of such interest in such Treasury Security by
such Holder pursuant to the Pledge Agreement, and the rights and obligations of
the Holder thereof and the Company under one Purchase Contract. Prior to the
purchase of Common Stock under each Purchase Contract, the Purchase Contracts
shall not entitle the Holders of Growth PRIDES Certificates to any of the rights
of a holder of Common Stock, including, without limitation, the right to vote or
receive any dividends or other payments or to consent or to receive notice as
stockholders in respect of the meetings of stockholders or for the election of
directors of the Company or for any other matter, or any other rights whatsoever
as stockholders of the Company.

Section 3.3.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

      Subject to the provisions of Sections 3.13 and 3.14 hereof, upon the
execution and delivery of this Agreement, and at any time and from time to time
thereafter, the Company may deliver Certificates executed by the Company to the
Agent for authentication, execution on behalf of the Holders and delivery,
together with its Issuer Order for authentication of such Certificates, and the
Agent in accordance with such Issuer Order shall authenticate, execute on behalf
of the Holders and deliver such Certificates.

      The Certificates shall be executed on behalf of the Company by the
Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer, the General Counsel, the
Secretary or any Vice President (or other officer performing similar functions)
of the Company and delivered to the Agent. The signature of any of these
officers on the Certificates may be manual or facsimile.

      Certificates bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did not
hold such offices at the date of such Certificates.

      No Purchase Contract evidenced by a Certificate shall be valid until such
Certificate has been executed on behalf of the Holder by the manual signature of
an authorized signatory of the Agent, as such Holder's attorney-in-fact. Such
signature by an authorized signatory of the Agent shall be conclusive evidence
that the Holder of such Certificate has entered into the Purchase Contracts
evidenced by such Certificate.

      Each Certificate shall be dated the date of its authentication.


                                       18



      No Certificate shall be entitled to any benefit under this Agreement or be
valid or obligatory for any purpose unless there appears on such Certificate a
certificate of authentication substantially in the form provided for herein
executed by an authorized signatory of the Agent by manual signature, and such
certificate upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder.

Section 3.4.  TEMPORARY CERTIFICATES.

      Pending the preparation of definitive Certificates, the Company shall
execute and deliver to the Agent, and the Agent shall authenticate, execute on
behalf of the Holders, and deliver, in lieu of such definitive Certificates,
temporary Certificates which are in substantially the form set forth in Exhibit
A or Exhibit B hereto, as the case may be, with such letters, numbers or other
marks of identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as may be required by the rules of any
securities exchange on which the Income PRIDES or Growth PRIDES are listed, or
as may, consistently herewith, be determined by the officers of the Company
executing such Certificates, as evidenced by their execution of the
Certificates.

      If temporary Certificates are issued, the Company will cause definitive
Certificates to be prepared without unreasonable delay. After the preparation of
definitive Certificates, the temporary Certificates shall be exchangeable for
definitive Certificates upon surrender of the temporary Certificates at the
Corporate Trust Office, at the expense of the Company and without charge to the
Holder. Upon surrender for cancellation of any one or more temporary
Certificates, the Company shall execute and deliver to the Agent, and the Agent
shall authenticate, execute on behalf of the Holder, and deliver in exchange
therefor, one or more definitive Certificates of like tenor and denominations
and evidencing a like number of Income PRIDES or Growth PRIDES, as the case may
be, as the temporary Certificate or Certificates so surrendered. Until so
exchanged, the temporary Certificates shall in all respects evidence the same
benefits and the same obligations with respect to the Income PRIDES or Growth
PRIDES, as the case may be, evidenced thereby as definitive Certificates.

Section 3.5.  REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.

      The Agent shall keep at the Corporate Trust Office a register (the "Income
PRIDES Register") in which, subject to such reasonable regulations as it may
prescribe, the Agent shall provide for the registration of Income PRIDES
Certificates and of transfers of Income PRIDES Certificates (the Agent, in such
capacity, the "Income PRIDES Registrar") and a register (the "Growth PRIDES
Register") in which, subject to such reasonable regulations as it may prescribe,
the Agent shall provide for the registration of the Growth PRIDES Certificates
and transfers of Growth PRIDES Certificates (the Agent, in such capacity, the
"Growth PRIDES Registrar").

      Upon surrender for registration of transfer of any Certificate at the
Corporate Trust Office, the Company shall execute and deliver to the Agent, and
the Agent shall authenticate, execute on behalf of the designated transferee or
transferees, and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of any authorized denominations, like
tenor, and evidencing a like number of Income PRIDES or Growth PRIDES, as the
case may be.


                                       19



      At the option of the Holder, Certificates may be exchanged for other
Certificates, of any authorized denominations and evidencing a like number of
Income PRIDES or Growth PRIDES, as the case may be, upon surrender of the
Certificates to be exchanged at the Corporate Trust Office. Whenever any
Certificates are so surrendered for exchange, the Company shall execute and
deliver to the Agent, and the Agent shall authenticate, execute on behalf of the
Holder, and deliver the Certificates which the Holder making the exchange is
entitled to receive.

      All Certificates issued upon any registration of transfer or exchange of a
Certificate shall evidence the ownership of the same number of Income PRIDES or
Growth PRIDES, as the case may be, and be entitled to the same benefits and
subject to the same obligations, under this Agreement as the Income PRIDES or
Growth PRIDES, as the case may be, evidenced by the Certificate surrendered upon
such registration of transfer or exchange.

      Every Certificate presented or surrendered for registration of transfer or
for exchange shall (if so required by the Agent) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Agent duly executed, by the Holder thereof or its attorney duly
authorized in writing.

      No service charge shall be made for any registration of transfer or
exchange of a Certificate, but the Company and the Agent may require payment
from the Holder of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Certificates, other than any exchanges pursuant to Sections 3.6 and
8.5 not involving any transfer.

      Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Agent, and the Agent shall not be obligated to
authenticate, execute on behalf of the Holder and deliver any Certificate
presented or surrendered for registration of transfer or for exchange on or
after the Business Day immediately preceding the earlier of the Purchase
Contract Settlement Date or the Termination Date. In lieu of delivery of a new
Certificate, upon satisfaction of the applicable conditions specified above in
this Section and receipt of appropriate registration or transfer instructions
from such Holder, the Agent shall (i) if the Purchase Contract Settlement Date
has occurred, deliver the number of shares of Common Stock issuable in respect
of the Purchase Contracts forming a part of the Securities evidenced by such
Certificate, (ii) in the case of Income PRIDES, if a Termination Event shall
have occurred prior to the Purchase Contract Settlement Date, transfer the
aggregate Stated Amount of the Senior Notes evidenced thereby or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be, or
(iii) in the case of Growth PRIDES, if a Termination Event shall have occurred
prior to the Purchase Contract Settlement Date, transfer the Treasury Securities
evidenced thereby, in each case subject to the applicable conditions and in
accordance with the applicable provisions of Article Five hereof.

Section 3.6.  BOOK-ENTRY INTERESTS.

      The Certificates, on original issuance, will be issued in the form of one
or more, fully registered Global Certificates, to be delivered to the Depositary
by, or on behalf of, the Company. Such Global Certificate shall initially be
registered on the books and records of the Company in the name of Cede & Co.,
the nominee of the Depositary, and no Beneficial Owner


                                       20



will receive a definitive Certificate representing such Beneficial Owner's
interest in such Global Certificate, except as provided in Section 3.9. The
Agent shall enter into an agreement with the Depositary if so requested by
the Company. Unless and until definitive, fully registered Certificates have
been issued to Beneficial Owners pursuant to Section 3.9:

      (a)  the provisions of this Section 3.6 shall be in full force and
effect;

      (b) the Company shall be entitled to deal with the Clearing Agency for all
purposes of this Agreement (including receiving approvals, votes or consents
hereunder) as the Holder of the Securities and the sole holder of the Global
Certificate(s) and shall have no obligation to the Beneficial Owners;

      (c) to the extent that the provisions of this Section 3.6 conflict with
any other provisions of this Agreement, the provisions of this Section 3.6 shall
control; and

      (d) the rights of the Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law and
agreements between such Beneficial Owners and the Clearing Agency and/or the
Clearing Agency Participants. The Clearing Agency will make book-entry transfers
among Clearing Agency Participants.

Section 3.7.      NOTICES TO HOLDERS.

      Whenever a notice or other communication to the Holders is required to be
given under this Agreement, the Company or the Company's agent shall give such
notices and communications to the Holders and, with respect to any Securities
registered in the name of a Clearing Agency or the nominee of a Clearing Agency,
the Company or the Company's agent shall, except as set forth herein, have no
obligations to the Beneficial Owners.

Section 3.8.      APPOINTMENT OF SUCCESSOR CLEARING AGENCY.

      If any Clearing Agency elects to discontinue its services as securities
depositary with respect to the Securities, the Company may, in its sole
discretion, appoint a successor Clearing Agency with respect to the Securities.

Section 3.9.      DEFINITIVE CERTIFICATES.

      If (i) a Clearing Agency elects to discontinue its services as securities
depositary with respect to the Securities and a successor Clearing Agency is not
appointed within 90 days after such discontinuance pursuant to Section 3.8, (ii)
the Company elects to terminate the book-entry system through the Clearing
Agency with respect to the Securities, or (iii) there shall have occurred and be
continuing a default by the Company in respect of its obligations under one or
more Purchase Contracts, then upon surrender of the Global Certificates
representing the Book-Entry Interests with respect to the Securities by the
Clearing Agency, accompanied by registration instructions, the Company shall
cause definitive Certificates to be delivered to Beneficial Owners in accordance
with the instructions of the Clearing Agency. The Company shall not be liable
for any delay in delivery of such instructions and may conclusively rely on and
shall be protected in relying on, such instructions.


                                     21



Section 3.10.     MUTILATED, DESTROYED, LOST AND STOLEN CERTIFICATES.

      If any mutilated Certificate is surrendered to the Agent, the Company
shall execute and deliver to the Agent, and the Agent shall authenticate,
execute on behalf of the Holder, and deliver in exchange therefor, a new
Certificate at the cost of the Holder, evidencing the same number of Income
PRIDES or Growth PRIDES, as the case may be, and bearing a Certificate number
not contemporaneously outstanding.

      If there shall be delivered to the Company and the Agent (i) evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) such security or indemnity at the cost of the Holder as may be required by
them to hold each of them and any agent of any of them harmless, then, in the
absence of notice to the Company or the Agent that such Certificate has been
acquired by a bona fide purchaser, the Company shall execute and deliver to the
Agent, and the Agent shall authenticate, execute on behalf of the Holder, and
deliver to the Holder, in lieu of any such destroyed, lost or stolen
Certificate, a new Certificate, evidencing the same number of Income PRIDES or
Growth PRIDES, as the case may be, and bearing a Certificate number not
contemporaneously outstanding.

      Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Agent, and the Agent shall not be obligated to
authenticate, execute on behalf of the Holder, and deliver to the Holder, a
Certificate on or after the Business Day immediately preceding the earlier of
the Purchase Contract Settlement Date or the Termination Date. In lieu of
delivery of a new Certificate, upon satisfaction of the applicable conditions
specified above in this Section and receipt of appropriate registration or
transfer instructions from such Holder, the Agent shall (i) if the Purchase
Contract Settlement Date has occurred, deliver the number of shares of Common
Stock issuable in respect of the Purchase Contracts forming a part of the
Securities evidenced by such Certificate, or (ii) if a Termination Event shall
have occurred prior to the Purchase Contract Settlement Date, transfer the
Senior Notes, or the Applicable Ownership Interest of the Treasury Portfolio, as
the case may be, or the Treasury Securities, as the case may be, evidenced
thereby, in each case subject to the applicable conditions and in accordance
with the applicable provisions of Article Five hereof.

      Upon the issuance of any new Certificate under this Section, the Company
and the Agent may require the payment by the Holder of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Agent) connected
therewith.

      Every new Certificate issued pursuant to this Section in lieu of any
destroyed, lost or stolen Certificate shall constitute an original additional
contractual obligation of the Company and of the Holder in respect of the
Security evidenced thereby, whether or not the destroyed, lost or stolen
Certificate (and the Securities evidenced thereby) shall be at any time
enforceable by anyone, and shall be entitled to all the benefits and be subject
to all the obligations of this Agreement equally and proportionately with any
and all other Certificates delivered hereunder.

      The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Certificates.


                                     22



Section 3.11.     PERSONS DEEMED OWNERS.

      Prior to due presentment of a Certificate for registration of transfer,
the Company and the Agent, and any agent of the Company or the Agent, may treat
the Person in whose name such Certificate is registered as the owner of the
Income PRIDES or Growth PRIDES evidenced thereby, for the purpose of receiving
interest on the Senior Notes or on the maturing interest strips of the Treasury
Portfolio, as applicable, performance of the Purchase Contracts and for all
other purposes whatsoever, whether or not interest on the Senior Notes shall be
overdue and notwithstanding any notice to the contrary, and neither the Company
nor the Agent, nor any agent of the Company or the Agent, shall be affected by
notice to the contrary.

      Notwithstanding the foregoing, with respect to any Global Certificate,
nothing herein shall prevent the Company, the Agent or any agent of the Company
or the Agent, from giving effect to any written certification, proxy or other
authorization furnished by any Clearing Agency (or its nominee), as a Holder,
with respect to such Global Certificate or impair, as between such Clearing
Agency and owners of beneficial interests in such Global Certificate, the
operation of customary practices governing the exercise of rights of such
Clearing Agency (or its nominee) as Holder of such Global Certificate.

Section 3.12.     CANCELLATION.

      All Certificates surrendered for delivery of Common Stock on or after the
Purchase Contract Settlement Date, upon the transfer of Senior Notes or the
Applicable Ownership Interest of the Treasury Portfolio, as the case may be, or
Treasury Securities, as the case may be, after the occurrence of a Termination
Event or pursuant to an Early Settlement, or upon the registration of a transfer
or exchange of a Security, or a Collateral Substitution or the re-establishment
of an Income PRIDES shall, if surrendered to any Person other than the Agent, be
delivered to the Agent and, if not already cancelled, shall be promptly
cancelled by it. The Company may at any time deliver to the Agent for
cancellation any Certificates previously authenticated, executed and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all
Certificates so delivered shall, upon Issuer Order, be promptly cancelled by the
Agent. No Certificates shall be authenticated, executed on behalf of the Holder
and delivered in lieu of or in exchange for any Certificates cancelled as
provided in this Section, except as expressly permitted by this Agreement. All
cancelled Certificates held by the Agent shall be disposed of by the Agent in
accordance with its customary practices or upon written request be returned to
the Company.

      If the Company or any Affiliate of the Company shall acquire any
Certificate, such acquisition shall not operate as a cancellation of such
Certificate unless and until such Certificate is delivered to the Agent
cancelled or for cancellation.

Section 3.13.     ESTABLISHMENT OF GROWTH PRIDES.

      A Holder may separate the Senior Notes or the appropriate Applicable
Ownership Interest of the Treasury Portfolio, as applicable, from the related
Purchase Contracts in respect of an Income PRIDES by substituting for such
Senior Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, Treasury Securities in an


                                     23



aggregate principal amount of such Senior Notes or the appropriate Applicable
Ownership Interest (as specified in clause (A) of the definition of such
term) of the Treasury Portfolio, as applicable (a "Collateral Substitution"),
at any time from and after the date of this Agreement and on or prior to the
fifth Business Day immediately preceding the Purchase Contract Settlement
Date in the case of the Senior Notes and on or prior to the second Business
Day immediately preceding the Purchase Contract Settlement Date in the case
of the appropriate Applicable Ownership Interest of the Treasury Portfolio,
in each case by (a) depositing with the Collateral Agent Treasury Securities
having an aggregate principal amount at maturity equal to the aggregate
principal amount of the Senior Notes comprising part of such Income PRIDES or
the appropriate Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio comprising part of
such Income PRIDES, as the case may be, and (b) transferring the related
Income PRIDES to the Agent accompanied by a notice to the Agent,
substantially in the form of Exhibit D hereto, stating that the Holder has
transferred the relevant amount of Treasury Securities to the Collateral
Agent and requesting that the Agent instruct the Collateral Agent to release
the Senior Notes or the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, underlying such Income PRIDES,
whereupon the Agent shall promptly give such instruction to the Collateral
Agent, substantially in the form of Exhibit C hereto. Upon receipt of the
Treasury Securities described in clause (a) above and the instruction
described in clause (b) above, in accordance with the terms of the Pledge
Agreement, the Collateral Agent will release to the Agent, on behalf of the
Holder, Senior Notes or the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, having the appropriate aggregate
principal amount in the case of such Senior Notes or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,
from the Pledge, free and clear of the Company's security interest therein,
and upon receipt thereof the Agent shall promptly:

            (i) cancel the related Income PRIDES;

            (ii) transfer the Senior Notes or the appropriate Applicable
Ownership Interest of the Treasury Portfolio, as the case may be, to the
Holder; and

            (iii) authenticate, execute on behalf of such Holder and deliver a
Growth PRIDES Certificate executed by the Company in accordance with Section 3.3
evidencing the same number of Purchase Contracts as were evidenced by the
cancelled Income PRIDES.

      Holders who elect to separate the Senior Notes or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,
from the related Purchase Contract and to substitute Treasury Securities for
such Senior Notes or the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, shall be responsible for any fees or
expenses payable to the Collateral Agent for its services as Collateral Agent in
respect of the substitution, and the Company shall not be responsible for any
such fees or expenses.

      Holders may make Collateral Substitutions (i) only in integral multiples
of 40 Income PRIDES if Treasury Securities are being substituted for by the
Senior Notes, or (ii) only in integral multiples of 8,000 Income PRIDES if
Treasury Securities are being substituted for appropriate Applicable Ownership
Interest of the Treasury Portfolio.


                                     24



      In the event a Holder making a Collateral Substitution pursuant to this
Section 3.13 fails to effect a book-entry transfer of the Income PRIDES or fails
to deliver an Income PRIDES Certificate(s) to the Agent after depositing
Treasury Securities with the Collateral Agent, the Senior Notes or the
appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case
may be, constituting a part of such Income PRIDES, and any interest on such
Senior Note or the Applicable Ownership Interest of the Treasury Portfolio, as
the case may be, shall be held in the name of the Agent or its nominee in trust
for the benefit of such Holder, until such Income PRIDES are so transferred or
the Income PRIDES Certificate is so delivered, as the case may be, or, with
respect to an Income PRIDES Certificate, such Holder provides evidence
satisfactory to the Company and the Agent that such Income PRIDES Certificate
has been destroyed, lost or stolen, together with any indemnity that may be
required by the Agent and the Company.

      Except as provided in this Section 3.13, for so long as the Purchase
Contract underlying an Income PRIDES remains in effect, such Income PRIDES shall
not be separable into its constituent parts, and the rights and obligations of
the Holder in respect of the Senior Notes or the appropriate Applicable
Ownership Interest of the Treasury Portfolio, as the case may be, and Purchase
Contract comprising such Income PRIDES may be acquired, and may be transferred
and exchanged, only as an Income PRIDES.

Section 3.14.     REESTABLISHMENT OF INCOME PRIDES.

      A Holder of a Growth PRIDES may create or recreate Income PRIDES at any
time (i) on or prior to the fifth Business Day immediately preceding the
Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful
Initial Remarketing has not occurred, and (ii) on or prior to the second
Business Day immediately preceding the Purchase Contract Settlement Date, if a
Tax Event Redemption or a Successful Initial Remarketing has occurred and an
Applicable Ownership Interest in the Treasury Portfolio has become a component
of the Income PRIDES, in each case by (a) depositing with the Collateral Agent
Senior Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, having an aggregate principal amount in the case
of the Senior Notes, or an appropriate Applicable Ownership Interest (as defined
in clause (A) of the definition of such term) of the Treasury Portfolio, as the
case may be, equal to the aggregate principal amount of the Treasury Securities
comprising part of the Growth PRIDES and (b) transferring the related Growth
PRIDES to the Agent accompanied by a notice to the Agent, substantially in the
form of Exhibit D hereto, stating that the Holder has transferred the relevant
amount of Senior Notes or the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, to the Collateral Agent and requesting
that the Agent instruct the Collateral Agent to release the Treasury Securities
underlying such Growth PRIDES, whereupon the Agent shall promptly give such
instruction to the Collateral Agent, substantially in the form of Exhibit C
hereto. Upon receipt of the Senior Notes or the appropriate Applicable Ownership
Interest of the Treasury Portfolio, as the case may be, described in clause (a)
above and the instruction described in clause (b) above, in accordance with the
terms of the Pledge Agreement, the Collateral Agent will release to the Agent,
on behalf of the Holder, the Treasury Securities having a corresponding
aggregate principal amount from the Pledge, free and clear of the Company's
security interest therein, and upon receipt thereof the Agent shall promptly:

            (i) cancel the related Growth PRIDES;


                                     25



            (ii) transfer the Treasury Securities to the Holder; and

            (iii) authenticate, execute on behalf of such Holder and deliver an
Income PRIDES Certificate executed by the Company in accordance with Section 3.3
evidencing the same number of Purchase Contracts as were evidenced by the
cancelled Growth PRIDES.

      Holders of Growth PRIDES may reestablish Income PRIDES in integral
multiples of 40 Growth PRIDES for the same multiple of 40 Income PRIDES if a Tax
Event Redemption or a Successful Initial Remarketing has not occurred, and in
integral multiples of 8,000 Growth PRIDES for 8,000 Income PRIDES if a Tax Event
Redemption or a Successful Initial Remarketing has occurred.

      In the event a Holder re-establishing Income PRIDES pursuant to this
Section 3.14 fails to effect a book-entry transfer of the Growth PRIDES or fails
to deliver a Growth PRIDES Certificate(s) to the Agent after depositing Senior
Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, with the Collateral Agent, the Treasury
Securities constituting a part of such Growth PRIDES shall be held in the name
of the Agent or its nominee in trust for the benefit of such Holder, until such
Growth PRIDES are so transferred or the Growth PRIDES Certificate is so
delivered, as the case may be, or, with respect to a Growth PRIDES Certificate,
such Holder provides evidence satisfactory to the Company and the Agent that
such Growth PRIDES Certificate has been destroyed, lost or stolen, together with
any indemnity that may be required by the Agent and the Company.

      Except as provided in this Section 3.14, for so long as the Purchase
Contract underlying a Growth PRIDES remains in effect, such Growth PRIDES shall
not be separable into its constituent parts and the rights and obligations of
the Holder of such Growth PRIDES in respect of the Treasury Security and
Purchase Contract comprising such Growth PRIDES may be acquired, and may be
transferred and exchanged, only as a Growth PRIDES.

Section 3.15.     TRANSFER OF COLLATERAL UPON OCCURRENCE OF TERMINATION EVENT.

      Upon the occurrence of a Termination Event and the transfer to the Agent
of the Senior Notes, the appropriate Applicable Ownership Interest of the
Treasury Portfolio or the Treasury Securities, as the case may be, underlying
the Income PRIDES and the Growth PRIDES pursuant to the terms of the Pledge
Agreement, the Agent shall request transfer instructions with respect to such
Senior Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio or Treasury Securities, as the case may be, from each Holder by
written request mailed to such Holder at its address as it appears in the Income
PRIDES Register or the Growth PRIDES Register, as the case may be. Upon
book-entry transfer of the Income PRIDES or Growth PRIDES or delivery of an
Income PRIDES Certificate or a Growth PRIDES Certificate to the Agent with such
transfer instructions, the Agent shall transfer the Senior Notes, the Applicable
Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case
may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, to
such Holder by book-entry transfer, or other appropriate procedures, in
accordance with such instructions; provided, however, that, to the extent that a
Holder of Income PRIDES or Growth PRIDES would otherwise be entitled to receive
less than $1,000 principal amount at maturity of the


                                     26



Treasury Portfolio or the Treasury Securities, the Agent shall dispose of
such securities for cash, and transfer the appropriate amount of such cash to
such Holder in accordance with such Holder's instructions. In the event a
Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or
delivery, the Senior Notes, the appropriate Applicable Ownership Interest of
the Treasury Portfolio or Treasury Securities, as the case may be, underlying
such Income PRIDES or Growth PRIDES, as the case may be, and any
distributions thereon, shall be held in the name of the Agent or its nominee
in trust for the benefit of such Holder, until such Income PRIDES or Growth
PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES
Certificate is surrendered or such Holder provides satisfactory evidence that
such Income PRIDES Certificate or Growth PRIDES Certificate has been
destroyed, lost or stolen, together with any indemnity that may be required
by the Agent and the Company.

Section 3.16.     CUSIP NUMBERS.

      The Company in issuing the Securities may use CUSIP numbers (if then
generally in use), and, if so, the Agent shall use CUSIP numbers in notices as a
convenience to Holders; PROVIDED that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Agent of any
change in the CUSIP numbers.

                                   ARTICLE IV
                                THE SENIOR NOTES

Section 4.1.      INTEREST AND OTHER PAYMENTS; RIGHTS TO PAYMENTS PRESERVED;
RATE RESET; NOTICE

      Interest on any Senior Note or on the appropriate Applicable Ownership
Interest in the Treasury Portfolio, as the case may be, which is made on any
Payment Date shall, subject to receipt thereof by the Agent from the Collateral
Agent as provided by the terms of the Pledge Agreement, be paid to the Person in
whose name the Income PRIDES Certificate (or one or more Predecessor Income
PRIDES Certificates) of which such Senior Note or the appropriate Applicable
Ownership Interest of the Treasury Portfolio, as the case may be, is a part is
registered at the close of business on the Record Date for such Payment Date.

      Each Income PRIDES Certificate evidencing Senior Notes delivered under
this Agreement upon registration of transfer of or in exchange for or in lieu of
any other Income PRIDES Certificate shall carry the rights to accrued and unpaid
interest, and other amounts that are to accrue, which were or will be carried by
the Senior Notes underlying such other Income PRIDES Certificate.

      In the case of any Income PRIDES with respect to which Cash Settlement of
the underlying Purchase Contract is effected on the Business Day immediately
preceding the Purchase Contract Settlement Date pursuant to prior notice, or
with respect to which Early Settlement of the underlying Purchase Contract is
effected on an Early Settlement Date, or with respect to which a Collateral
Substitution is effected, in each case on a date that is after any Record Date
and on or prior to the next succeeding Payment Date, interest on the Senior
Notes or


                                     27



distributions on the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, underlying such Income PRIDES
otherwise payable on such Payment Date shall be payable on such Payment Date
notwithstanding such Cash Settlement or Early Settlement or Collateral
Substitution, and such distributions shall, subject to receipt thereof by the
Agent, be payable to the Person in whose name the Income PRIDES Certificate
(or one or more Predecessor Certificates) was registered at the close of
business on the Record Date. Except as otherwise expressly provided in the
immediately preceding sentence, in the case of any Income PRIDES with respect
to which Cash Settlement or Early Settlement of the underlying Purchase
Contract is effected on the Business Day immediately preceding the Purchase
Contract Settlement Date or an Early Settlement Date, as the case may be, or
with respect to which a Collateral Substitution has been effected,
distributions on the related Senior Notes or on the appropriate Applicable
Ownership Interest of the Treasury Portfolio, as the case may be, that would
otherwise be payable after the Purchase Contract Settlement Date or Early
Settlement Date shall not be payable hereunder to the Holder of such Income
PRIDES; provided, however, that to the extent that such Holder continues to
hold the separated Senior Notes that formerly comprised a part of such
Holder's Income PRIDES, such Holder shall be entitled to receive any payments
made on such separated Senior Notes.

      The applicable Coupon Rate on the Senior Notes on and after August 17,
2004 will be reset on the Initial Remarketing Date to the applicable Reset Rate
(such Reset Rate to be in effect on and after August 17, 2004), except in the
event of a Failed Initial Remarketing. In the event of a Failed Initial
Remarketing, the applicable Coupon Rate on the Senior Notes outstanding on and
after the Purchase Contract Settlement Date will be reset on the Secondary
Remarketing Date to the applicable Reset Rate (such Reset Rate to be in effect
on and after the Purchase Contract Settlement Date). On the applicable Reset
Announcement Date, the Reset Spread and the Two-Year Benchmark Treasury or Two
and One-Quarter Benchmark Treasury, as applicable, to be used to determine the
Reset Rate will be announced by the Company. On the Business Day immediately
following the Reset Announcement Date, the Holders of Senior Notes will be
notified of such Reset Spread and Two-Year Benchmark Treasury or Two and
One-Quarter Benchmark Treasury, as applicable, by the Company. Such notice shall
be sufficiently given to Holders of Senior Notes if published in an Authorized
Newspaper in The City of New York.

      Not less than 7 calendar days nor more than 15 calendar days prior to the
Reset Announcement Date, the Company will notify DTC or its nominee (or any
successor Clearing Agency or its nominee) by first-class mail, postage prepaid,
to notify the Beneficial Owners or Clearing Agency Participants holding Income
PRIDES or Growth PRIDES, of such Reset Announcement Date and the procedures to
be followed by such Holders of Income PRIDES who intend to settle their
obligation under the Purchase Contract with separate cash on the Purchase
Contract Settlement Date.

Section 4.2.      NOTICE AND VOTING.

      Under the terms of the Pledge Agreement, the Agent will be entitled to
exercise the voting and any other consensual rights pertaining to the Senior
Notes pledged with the Collateral Agent but only to the extent instructed by the
Holders as described below. Upon receipt of notice of any meeting at which
holders of Senior Notes are entitled to vote or upon any solicitation of
consents, waivers or proxies of holders of Senior Notes, the Agent shall, as
soon as practicable


                                     28



thereafter, mail to the Holders of Income PRIDES a notice
(a) containing such information as is contained in the notice or solicitation,
(b) stating that each Holder on the record date set by the Agent therefor
(which, to the extent possible, shall be the same date as the record date for
determining the holders of Senior Notes entitled to vote) shall be entitled to
instruct the Agent as to the exercise of the voting rights pertaining to the
Senior Notes underlying their Income PRIDES and (c) stating the manner in which
such instructions may be given. Upon the written request of the Holders of
Income PRIDES on such record date, the Agent shall endeavor insofar as
practicable to vote or cause to be voted, in accordance with the instructions
set forth in such requests, the maximum number of Senior Notes as to which any
particular voting instructions are received. In the absence of specific
instructions from the Holder of an Income PRIDES, the Agent shall abstain from
voting the Senior Note underlying such Income PRIDES. The Company hereby agrees,
if applicable, to solicit Holders of Income PRIDES to timely instruct the Agent
in order to enable the Agent to vote such Senior Notes.

Section 4.3.      TAX EVENT REDEMPTION.

      Upon the occurrence of a Tax Event Redemption prior to August 17, 2004, or
in the event of a Failed Initial Remarketing, prior to the Purchase Contract
Settlement Date, pursuant to the terms of the Pledge Agreement, the Collateral
Agent will apply, out of the aggregate Redemption Price for the Senior Notes
that are components of Income PRIDES, an amount equal to the aggregate
Redemption Amount for the Senior Notes that are components of Income PRIDES to
purchase on behalf of the Holders of Income PRIDES the Treasury Portfolio and
promptly remit the remaining portion of such Redemption Price to the Agent for
payment to the Holders of such Income PRIDES. The Treasury Portfolio will be
substituted for the pledged Senior Notes, and will be held by the Collateral
Agent in accordance with the terms of the Pledge Agreement to secure the
obligation of each Holder of an Income PRIDES to purchase the Common Stock of
the Company under the Purchase Contract constituting a part of such Income
PRIDES. Following the occurrence of a Tax Event Redemption prior to August 17,
2004, or, in the event of a Failed Initial Remarketing, prior to the Purchase
Contract Settlement Date, the Holders of Income PRIDES and the Collateral Agent
shall have such security interests, rights and obligations with respect to the
Treasury Portfolio as the Holder of Income PRIDES and the Collateral Agent had
in respect of the Senior Notes, as the case may be, subject to the Pledge
thereof as provided in the Pledge Agreement, and any reference herein or in the
Certificates to the Senior Note shall be deemed to be a reference to such
Treasury Portfolio and any reference herein or in the Certificates to interest
on the Senior Notes shall be deemed to be a reference to corresponding
distributions on the Treasury Portfolio. The Company may cause to be made in any
Income PRIDES Certificates thereafter to be issued such change in phraseology
and form (but not in substance) as may be appropriate to reflect the
substitution of the Treasury Portfolio for Senior Notes as collateral.

                                    ARTICLE V
                             THE PURCHASE CONTRACTS

Section 5.1.      PURCHASE OF COMMON STOCK.

      Each Purchase Contract shall, unless an Early Settlement has occurred in
accordance with Section 5.8 hereof, obligate the Holder of the related Security
to purchase, and the Company to


                                     29


sell, on the Purchase Contract Settlement Date at a price equal to the Stated
Amount (the "Purchase Price"), a number of newly issued shares of Common
Stock equal to the Settlement Rate unless, on or prior to the Purchase
Contract Settlement Date, there shall have occurred a Termination Event with
respect to the Security of which such Purchase Contract is a part. The
"Settlement Rate" is equal to (a) if the Applicable Market Value (as defined
below) is equal to or greater than $84.0650 (the "Threshold Appreciation
Price"), 0.2974 shares of Common Stock per Purchase Contract, (b) if the
Applicable Market Value is less than the Threshold Appreciation Price, but is
greater than $73.10 (the "Threshold Depreciation Price"), the number of
shares of Common Stock per Purchase Contract equal to the Stated Amount
divided by the Applicable Market Value and (c) if the Applicable Market Value
is less than or equal to Threshold Depreciation Price, 0.3420 shares of
Common Stock per Purchase Contract, in each case subject to adjustment as
provided in Section 5.5 (and in each case rounded upward or downward to the
nearest 1/10,000th of a share). As provided in Section 5.9, no fractional
shares of Common Stock will be issued upon settlement of Purchase Contracts.

      The "Applicable Market Value" means the average of the Closing Prices per
share of Common Stock on each of the 20 consecutive Trading Days ending on the
third Trading Day immediately preceding the Purchase Contract Settlement Date.

      The "Closing Price" of the Common Stock on any date of determination means
the closing sale price (or, if no closing price is reported, the last reported
sale price) of the Common Stock on the New York Stock Exchange (the "NYSE") on
such date or, if the Common Stock is not listed for trading on the NYSE on any
such date, as reported in the composite transactions for the principal United
States securities exchange on which the Common Stock is so listed, or if the
Common Stock is not so listed on a United States national or regional securities
exchange, as reported by The Nasdaq Stock Market, or, if the Common Stock is not
so reported, the last quoted bid price for the Common Stock in the
over-the-counter market as reported by the National Quotation Bureau or similar
organization, or, if such bid price is not available, the market value of the
Common Stock on such date as of 4:00 p.m., New York City time, as determined by
a nationally recognized independent investment banking firm retained for this
purpose by the Company.

      A "Trading Day" means a day on which the Common Stock (A) is not suspended
from trading on any national or regional securities exchange or association or
over-the-counter market at the close of business and (B) has traded at least
once on the national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of the Common
Stock.

      Each Holder of an Income PRIDES or a Growth PRIDES, by its acceptance
thereof, irrevocably authorizes the Agent to enter into and perform the related
Purchase Contract on its behalf as its attorney-in-fact (including the execution
of Certificates on behalf of such Holder), agrees to be bound by the terms and
provisions thereof, covenants and agrees to perform its obligations under such
Purchase Contracts, and consents to the provisions hereof, irrevocably
authorizes the Agent as its attorney-in-fact to enter into and perform the
Pledge Agreement on its behalf as its attorney-in-fact, and consents to and
agrees to be bound by the Pledge of the Senior Notes or the Treasury Securities
pursuant to the Pledge Agreement; provided that upon a Termination Event, the
rights of the Holder of such Security under the Purchase Contract may be


                                       30



enforced without regard to any other rights or obligations. Each Holder of an
Income PRIDES or a Growth PRIDES, by its acceptance thereof, further covenants
and agrees, that, to the extent and in the manner provided in the Pledge
Agreement, but subject to the terms thereof, payments in respect of the Stated
Amount of the Senior Notes or the Proceeds of the Treasury Securities, the
Senior Notes or the Treasury Portfolio, as applicable, on the Purchase Contract
Settlement Date shall be paid by the Collateral Agent to the Company in
satisfaction of such Holder's obligations under such Purchase Contract and such
Holder shall acquire no right, title or interest in such payments.

      Upon registration of transfer of a Certificate, the transferee shall be
bound (without the necessity of any other action on the part of such
transferee), under the terms of this Agreement, the Purchase Contracts
underlying such Certificate and the Pledge Agreement and the transferor shall be
released from the obligations under this Agreement, the Purchase Contracts
underlying the Certificates so transferred and the Pledge Agreement. The Company
covenants and agrees, and each Holder of a Certificate, by its acceptance
thereof, likewise covenants and agrees, to be bound by the provisions of this
paragraph.

      The Agent shall have no responsibility whatsoever for calculating or
determining any amounts under this Section or elsewhere in this Agreement, and
shall have no liability whatsoever for any errors with respect to such
calculations or amounts.

Section 5.2.  INITIAL REMARKETING.

      Unless a Tax Event Redemption has occurred, the Company shall engage a
nationally recognized investment bank (the "Remarketing Agent") pursuant to the
Remarketing Agreement to sell the Senior Notes (the "Initial Remarketing") on
the third Business Day immediately preceding August 17, 2004 (the "Initial
Remarketing Date"). In order to facilitate the remarketing, the Agent shall
notify, by 10:00 a.m., New York City time, on the Business Day immediately
preceding the Initial Remarketing Date, the Remarketing Agent of the aggregate
principal amount of Senior Notes to be remarketed. Concurrently, the Collateral
Agent, pursuant to the terms of the Pledge Agreement, will present for
remarketing such Senior Notes to the Remarketing Agent. Upon receipt of such
notice from the Agent and such Senior Notes from the Collateral Agent, the
Remarketing Agent will, on the Initial Remarketing Date, use its reasonable
efforts to remarket such Senior Notes on such date at a price of approximately
100.5% (but not less than 100%) of the Treasury Portfolio Purchase Price. If the
Remarketing Agent is able to remarket the Senior Notes at a price equal to or
greater than 100% of the Treasury Portfolio Purchase Price (a "Successful
Initial Remarketing"), the portion of the proceeds from such Successful Initial
Remarketing equal to the Treasury Portfolio Purchase Price will be applied to
purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct
as a remarketing fee ("Remarketing Fee") an amount equal to 25 basis points
(0.25%) of the Treasury Portfolio Purchase Price from any amount of such
proceeds in excess of the Treasury Portfolio Purchase Price. Any proceeds in
excess of those required to pay the Treasury Portfolio Purchase Price and the
Remarketing Fee will be remitted to the Agent for payment to the Holders of the
related Income PRIDES. Income PRIDES Holders whose Senior Notes are so
remarketed will not otherwise be responsible for the payment of any Remarketing
Fee in connection therewith. The Treasury Portfolio will be substituted for the
Senior Notes of Holders of Income PRIDES and will be pledged to the Collateral
Agent to secure the Income PRIDES Holders' obligation to


                                       31



pay the Purchase Price for the Common Stock under the related Purchase
Contracts on the Purchase Contract Settlement Date. Following the occurrence
of a Successful Initial Remarketing, the Holders of Income PRIDES and the
Collateral Agent shall have such security interests, rights and obligations
with respect to the Treasury Portfolio as the Holder of Income PRIDES and the
Collateral Agent had in respect of the Senior Notes, as the case may be,
subject to the Pledge thereof as provided in the Pledge Agreement, and any
reference herein or in the Certificates to the Senior Notes shall be deemed
to be a reference to such Treasury Portfolio and any reference herein or in
the Certificates to interest on the Senior Notes shall be deemed to be a
reference to corresponding distributions on the Treasury Portfolio. The
Company may cause to be made in any Income PRIDES Certificates thereafter to
be issued such change in phraseology and form (but not in substance) as may
be appropriate to reflect the substitution of the Treasury Portfolio for
Senior Notes as collateral.

      If, in spite of using its reasonable efforts, the Remarketing Agent cannot
remarket the related Senior Notes (other than to the Company) of such Holders of
Income PRIDES at a price not less than 100% of the Treasury Portfolio Purchase
Price, the remarketing will be deemed to have failed (a "Failed Initial
Remarketing"). The Company will cause a notice of a Failed Initial Remarketing
to be published on the second Business Day immediately preceding August 17, 2004
in a daily newspaper in the English language of general circulation in The City
of New York, which is expected to be The Wall Street Journal.

Section 5.3.  PAYMENT OF PURCHASE PRICE.

      (a) (i) Unless a Tax Event Redemption has occurred or a Holder settles the
underlying Purchase Contract through the early delivery of cash to the Agent in
the manner described in Section 5.8, each Holder of an Income PRIDES must notify
the Agent by use of a notice in substantially the form of Exhibit E hereto of
its intention to pay in cash ("Cash Settlement") the Purchase Price for the
Common Stock to be purchased pursuant to a Purchase Contract. Such notice shall
be made on or prior to 5:00 p.m., New York City time, on the fifth Business Day
immediately preceding the Purchase Contract Settlement Date. The Agent shall
promptly notify the Collateral Agent of the receipt of such a notice from a
Holder intending to make a Cash Settlement.

            (ii) A Holder of an Income PRIDES who has so notified the Agent of
its intention to make a Cash Settlement is required to pay the Purchase Price to
the Collateral Agent prior to 11:00 a.m., New York City time, on the Business
Day immediately preceding the Purchase Contract Settlement Date in lawful money
of the United States by certified or cashiers' check or wire transfer, in each
case in immediately available funds payable to or upon the order of the Company.
Any cash received by the Collateral Agent will be invested promptly by the
Collateral Agent in Permitted Investments and paid to the Company on the
Purchase Contract Settlement Date in settlement of the Purchase Contract in
accordance with the terms of this Agreement and the Pledge Agreement. Any funds
received by the Collateral Agent in respect of the investment earnings from the
investment in such Permitted Investments will be distributed to the Agent when
received for payment to the Holder.


                                       32



            (iii) If a Holder of an Income PRIDES fails to notify the Agent of
its intention to make a Cash Settlement in accordance with paragraph (a)(i)
above, such failure shall constitute an event of default and the Holder shall be
deemed to have consented to the disposition of the pledged Senior Notes pursuant
to the remarketing as described in paragraph (b) below. If a Holder of an Income
PRIDES does notify the Agent as provided in paragraph (a)(i) above of its
intention to pay the Purchase Price in cash, but fails to make such payment as
required by paragraph (a)(ii) above, such failure shall also constitute a
default; however, the Senior Notes of such a Holder will not be remarketed but
instead the Collateral Agent, for the benefit of the Company, will exercise its
rights as a secured party with respect to such Senior Notes, including those
rights specified in paragraph (c) below.

      (b) Unless a Tax Event Redemption or a Successful Initial Remarketing has
occurred, the Senior Notes of Income PRIDES Holders who have not notified the
Agent of their intention to effect a Cash Settlement as provided in paragraph
(a)(i) above will be sold by the Remarketing Agent (the "Secondary Remarketing")
on the third Business Day immediately preceding the Purchase Contract Settlement
Date (the "Secondary Remarketing Date"). The Agent shall notify, by 10:00 a.m.,
New York City time, on the Business Day immediately preceding the Secondary
Remarketing Date, the Remarketing Agent of the aggregate principal amount of
Senior Notes to be remarketed. Concurrently, the Collateral Agent, pursuant to
the terms of the Pledge Agreement, will present for remarketing such Senior
Notes to the Remarketing Agent. Upon receipt of such notice from the Agent and
such Senior Notes from the Collateral Agent, the Remarketing Agent will, on the
Secondary Remarketing Date, use its reasonable efforts to remarket such Senior
Notes on such date at a price of approximately 100.5% (but not less than 100%)
of the aggregate principal amount of such Senior Notes. If the Remarketing Agent
is able to remarket the Senior Notes at a price equal to or greater than 100% of
the aggregate principal amount of Senior Notes (a "Successful Secondary
Remarketing"), the Remarketing Agent will remit the entire amount of the
proceeds from such Successful Secondary Remarketing to the Collateral Agent;
provided, however, that the Remarketing Agent may deduct as the Remarketing Fee
an amount equal to 25 basis points (0.25%) of the aggregate principal amount of
the remarketed Senior Notes from any amount of the proceeds of a Successful
Secondary Remarketing in excess of the aggregate principal amount of the
remarketed Senior Notes. The portion of the proceeds equal to the aggregate
principal amount of Senior Notes will automatically be applied by the Collateral
Agent, in accordance with the Pledge Agreement, to satisfy in full such Income
PRIDES holders' obligations to pay the Purchase Price for the Common Stock under
the related Purchase Contracts on the Purchase Contract Settlement Date. Any
proceeds in excess of those required to pay the Purchase Price and the
Remarketing Fee will be remitted to the Agent for payment to the Holders of the
related Income PRIDES. Income PRIDES Holders whose Senior Notes are so
remarketed will not otherwise be responsible for the payment of any Remarketing
Fee in connection therewith. If, in spite of using its reasonable efforts, the
Remarketing Agent cannot remarket the related Senior Notes (other than to the
Company) of such Holders of Income PRIDES at a price not less than 100% of the
aggregate principal amount of the Senior Notes, the remarketing will be deemed
to have failed (a "Failed Secondary Remarketing") and in accordance with the
terms of the Pledge Agreement the Collateral Agent for the benefit of the
Company will exercise its rights as a secured party with respect to such Senior
Notes, including those actions specified in paragraph (c) below. The Company
will cause a notice of such Failed Secondary Remarketing to be published on the
second Business Day immediately preceding the Purchase Contract Settlement Date
in a daily


                                       33



newspaper in the English language of general circulation in The City of New
York, which is expected to be The Wall Street Journal.

      (c) With respect to any Senior Notes beneficially owned by Holders who
have elected Cash Settlement but failed to deliver cash as required in (a)(ii)
above, or with respect to Senior Notes which are subject to a Failed Secondary
Remarketing, the Collateral Agent for the benefit of the Company reserves all of
its rights as a secured party with respect thereto and, subject to applicable
law and paragraph (g) below, may, among other things, (i) retain the Senior
Notes in full satisfaction of the Holders obligations under the Purchase
Contracts or (ii) sell the Senior Notes in one or more public or private sales.

      (d) (i) Unless a Holder of Growth PRIDES settles the underlying Purchase
Contract through the early delivery of cash to the Agent in the manner described
in Section 5.8 or a Tax Event Redemption or a successful Initial Remarketing has
occurred, each Holder of a Growth PRIDES must notify the Agent by use of a
notice in substantially the form of Exhibit E hereto of its intention to pay in
cash the Purchase Price for the Common Stock to be purchased pursuant to a
Purchase Contract on or prior to 5:00 p.m., New York City time, on the second
Business Day immediately preceding the Purchase Contract Settlement Date.

            (ii) A Holder of a Growth PRIDES who has so notified the Agent of
its intention to make a Cash Settlement in accordance with paragraph (d)(i)
above is required to pay the Purchase Price to the Collateral Agent prior to
11:00 a.m., New York City time, on the Business Day immediately preceding the
Purchase Contract Settlement Date in lawful money of the United States by
certified or cashiers' check or wire transfer, in each case in immediately
available funds payable to or upon the order of the Company. Any cash received
by the Collateral Agent will be invested promptly by the Collateral Agent in
specific Permitted Investments as directed in writing by the Company and paid to
the Company on the Purchase Contract Settlement Date in settlement of the
Purchase Contract in accordance with the terms of this Agreement and the Pledge
Agreement. Any funds received by the Collateral Agent in respect of the
investment earnings from the investment in such Permitted Investments will be
distributed to the Agent when received for payment to the Holder.

            (iii) If a Holder of a Growth PRIDES notifies the Agent of its
intention to make a Cash Settlement in accordance with paragraph (d)(i) above,
but fails to make such payment as required by paragraph (d)(ii) above, then upon
the maturity of the Pledged Treasury Securities held by the Collateral Agent on
the Business Day immediately prior to the Purchase Contract Settlement Date, the
principal amount at maturity of the Treasury Securities or the Applicable
Ownership Interest (as defined in clause (A) of the definition of such term) of
the Treasury Portfolio, received by the Collateral Agent will be invested
promptly in specific overnight Permitted Investments as directed in writing by
the Company. On the Purchase Contract Settlement Date, an amount equal to the
Purchase Price will be remitted to the Company as payment thereof without
receiving any instructions from the Holder. In the event the sum of the proceeds
from the related Pledged Treasury Securities and the investment earnings earned
from such investments is in excess of the aggregate Purchase Price of the
Purchase Contracts being settled thereby, the Collateral Agent will distribute
such excess to the Agent for the benefit of the Holder of the related Growth
PRIDES when received.


                                       34



      (e) Any distribution to Holders of excess funds and interest described
above shall be payable at the office of the Agent in The City of New York
maintained for that purpose or, at the option of the Holder, by check mailed to
the address of the Person entitled thereto at such address as it appears on the
Register.

      (f) Unless a Holder settles the underlying Purchase Contract through the
early delivery of cash to the Collateral Agent in the manner described herein,
the Company shall not be obligated to issue any Common Stock in respect of a
Purchase Contract or deliver any certificate therefor to the Holder unless it
shall have received payment in full of the Purchase Price for the Common Stock
to be purchased thereunder in the manner herein set forth.

      (g) Upon Cash Settlement of any Purchase Contract, (i) the Collateral
Agent will in accordance with the terms of the Pledge Agreement cause the
Pledged Senior Notes or the Pledged Treasury Securities underlying the relevant
Security to be released from the Pledge by the Collateral Agent free and clear
of any security interest of the Company and transferred to the Agent for
delivery to the Holder thereof or its designee as soon as practicable and (ii)
subject to the receipt thereof from the Collateral Agent, the Agent shall, by
book-entry transfer, or other appropriate procedures, in accordance with
instructions provided by the Holder thereof, transfer such Senior Notes or such
Treasury Securities (or, if no such instructions are given to the Agent by the
Holder, the Agent shall hold such Senior Notes or such Treasury Securities, and
any dividends or distributions thereon, in the name of the Agent or its nominee
in trust for the benefit of such Holder).

      (h) The obligations of the Holders to pay the Purchase Price are
non-recourse obligations and are payable solely out of any Cash Settlement or
the proceeds of any Collateral Pledged to secure the obligations of the Holders
and in no event will Holders be liable for any deficiency between the proceeds
of Collateral disposition and the Purchase Price.

Section 5.4.  ISSUANCE OF COMMON STOCK.

      Unless a Termination Event shall have occurred on or prior to the Purchase
Contract Settlement Date or an Early Settlement shall have occurred, on the
Purchase Contract Settlement Date, upon its receipt of payment in full of the
Purchase Price for the Common Stock purchased by the Holders pursuant to the
foregoing provisions of this Article and subject to Section 5.5(b), the Company
shall issue and deposit with the Agent, for the benefit of the Holders of the
Outstanding Securities, one or more certificates representing the newly issued
shares of Common Stock registered in the name of the Agent (or its nominee) as
custodian for the Holders (such certificates for Common Stock, together with any
dividends or distributions for which a record date and payment date for such
dividend or distribution has occurred after the Purchase Contract Settlement
Date, being hereinafter referred to as the "Purchase Contract Settlement Fund")
to which the Holders are entitled hereunder. Subject to the foregoing, upon
surrender of a Certificate to the Agent on or after the Purchase Contract
Settlement Date, together with settlement instructions thereon duly completed
and executed, the Holder of such Certificate shall be entitled to receive in
exchange therefor a certificate representing that number of whole shares of
Common Stock which such Holder is entitled to receive pursuant to the provisions
of this Article Five (after taking into account all Securities then held by such
Holder) together with cash in lieu of fractional shares as provided in Section
5.9 and any dividends or distributions with


                                       35



respect to such shares constituting part of the Purchase Contract Settlement
Fund, but without any interest thereon, and the Certificate so surrendered
shall forthwith be cancelled. Such shares shall be registered in the name of
the Holder or the Holder's designee as specified in the settlement
instructions provided by the Holder to the Agent. If any shares of Common
Stock issued in respect of a Purchase Contract are to be registered to a
Person other than the Person in whose name the Certificate evidencing such
Purchase Contract is registered, no such registration shall be made unless
the Person requesting such registration has paid any transfer and other taxes
required by reason of such registration in a name other than that of the
registered Holder of the Certificate evidencing such Purchase Contract or has
established to the satisfaction of the Company that such tax either has been
paid or is not payable.

Section 5.5.  ADJUSTMENT OF SETTLEMENT RATE.

      (a)  ADJUSTMENTS FOR DIVIDENDS, DISTRIBUTIONS, STOCK SPLITS, ETC.

           (1) In case the Company shall pay or make a dividend or other
distribution on the Common Stock in Common Stock, the Settlement Rate, as in
effect at the opening of business on the day following the date fixed for the
determination of shareholders entitled to receive such dividend or other
distribution shall be increased by dividing such Settlement Rate by a fraction
of which the numerator shall be the number of shares of Common Stock outstanding
at the close of business on the date fixed for such determination and the
denominator shall be the sum of such number of shares and the total number of
shares constituting such dividend or other distribution, such increase to become
effective immediately after the opening of business on the day following the
date fixed for such determination. For the purposes of this paragraph (1), the
number of shares of Common Stock at the time outstanding shall not include
shares held in the treasury of the Company but shall include any shares issuable
in respect of any scrip certificates issued in lieu of fractions of shares of
Common Stock. The Company will not pay any dividend or make any distribution on
Common Stock held in the treasury of the Company.

           (2) In case the Company shall issue rights, options or warrants to
all holders of its Common Stock (not being available on an equivalent basis to
Holders of the Securities upon settlement of the Purchase Contracts underlying
such Securities) entitling them, for a period expiring within 45 days after the
record date for the determination of shareholders entitled to receive such
rights, options or warrants, to subscribe for or purchase Common Stock at a
price per share less than the Current Market Price per share of Common Stock on
the date fixed for the determination of shareholders entitled to receive such
rights, options or warrants (other than pursuant to a dividend reinvestment
plan), the Settlement Rate in effect at the opening of business on the day
following the date fixed for such determination shall be increased by dividing
such Settlement Rate by a fraction, the numerator of which shall be the number
of shares of Common Stock outstanding at the close of business on the date fixed
for such determination plus the number of shares of Common Stock which the
aggregate of the offering price of the total number of shares of Common Stock so
offered for subscription or purchase would purchase at such Current Market Price
and the denominator of which shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for such determination
plus the number of shares of Common Stock so offered for subscription or
purchase, such increase to become effective immediately after the opening of
business on the day following the date fixed for such determination. For the
purposes of this paragraph (2), the


                                       36



number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company but shall include any shares
issuable in respect of any scrip certificates issued in lieu of fractions of
shares of Common Stock. The Company shall not issue any such rights, options
or warrants in respect of Common Stock held in the treasury of the Company.

            (3) In case outstanding Common Stock shall be subdivided or split
into a greater number of shares of Common Stock, the Settlement Rate in effect
at the opening of business on the day following the day upon which such
subdivision or split becomes effective shall be proportionately increased, and,
conversely, in case outstanding Common Stock shall each be combined into a
smaller number of shares of Common Stock, the Settlement Rate in effect at the
opening of business on the day following the day upon which such combination
becomes effective shall be proportionately reduced, such increase or reduction,
as the case may be, to become effective immediately after the opening of
business on the day following the day upon which such subdivision, split or
combination becomes effective.

            (4) In case the Company shall, by dividend or otherwise, distribute
to all holders of its Common Stock evidences of its indebtedness or assets
(including securities, but excluding any rights or warrants referred to in
paragraph (2) of this Section, any dividend or distribution paid exclusively in
cash and any dividend or distribution referred to in paragraph (1) of this
Section), the Settlement Rate shall be adjusted so that the same shall equal the
rate determined by dividing the Settlement Rate in effect immediately prior to
the close of business on the date fixed for the determination of shareholders
entitled to receive such distribution by a fraction, the numerator of which
shall be the Current Market Price per share of Common Stock on the date fixed
for such determination less the then fair market value (as determined by the
Board of Directors, whose determination shall be conclusive and described in a
Board Resolution filed with the Agent) of the portion of the assets or evidences
of indebtedness so distributed applicable to one share of Common Stock and the
denominator of which shall be such Current Market Price per Ordinary Share, such
adjustment to become effective immediately prior to the opening of business on
the day following the date fixed for the determination of shareholders entitled
to receive such distribution. In any case in which this paragraph (4) is
applicable, paragraph (2) of this Section shall not be applicable.

            (5) In case the Company shall, (I) by dividend or otherwise,
distribute to all holders of its Common Stock cash (excluding any cash that is
distributed in a Reorganization Event to which Section 5.5(b) applies or as part
of a distribution referred to in paragraph (4) of this Section) in an aggregate
amount that, combined together with (II) the aggregate amount of any other
distributions to all holders of its Common Stock made exclusively in cash within
the 12 months preceding the date of payment of such distribution and in respect
of which no adjustment pursuant to this paragraph (5) or paragraph (6) of this
Section has been made, exceeds 5% of the product of the Current Market Price per
share of Common Stock on the date for the determination of holders of Common
Stock entitled to receive such distribution times the number of shares of Common
Stock outstanding on such date, then, and in each such case, immediately after
the close of business on such date for determination, the Settlement Rate shall
be increased so that the same shall equal the rate determined by dividing the
Settlement Rate in effect immediately prior to the close of business on the date
fixed for determination of the stockholders entitled to receive such
distribution by a fraction (i) the numerator of which shall be equal to the
Current Market Price per share of Common Stock on the date fixed for such


                                       37



determination less an amount equal to the quotient of (x) the combined amount
distributed or payable in the transactions described in clauses (I) and (II)
above and (y) the number of shares of Common Stock outstanding on such date for
determination and (ii) the denominator of which shall be equal to the Current
Market Price per share of Common Stock on such date for determination.

            (6) In case (I) a tender or exchange offer made by the Company or
any subsidiary of the Company for shares of Common Stock in a transaction or
series of transactions which is subject to Rule 13e-4 under the Exchange Act
("Tender or Exchange Offer") shall expire and such Tender or Exchange Offer
(as amended upon the expiration thereof) shall require the payment to
shareholders (based on the acceptance (up to any maximum specified in the
terms of the Tender or Exchange Offer) of Purchased Shares) of an aggregate
consideration having a fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution) that combined together with (II) the aggregate of the cash plus
the fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution), as of
the expiration of such Tender or Exchange Offer, of consideration payable in
respect of any other Tender or Exchange Offer, by the Company or any
subsidiary of the Company for all or any portion of the Common Stock expiring
within the 12 months preceding the expiration of such Tender or Exchange
Offer and in respect of which no adjustment pursuant to this paragraph (6)
has been made and (III) the aggregate amount of any distributions to all
holders of the Company's Common Stock made exclusively in cash (excluding any
cash that is distributed in a Reorganization Event to which Section 5.5(b)
applies or as part of a distribution referred to in paragraph (4) of this
Section) within the 12 months preceding the expiration of such Tender or
Exchange Offer and in respect of which no adjustment pursuant to paragraph
(5) of this Section or this paragraph (6) has been made, exceeds 15% of the
product of the Current Market Price per share of Common Stock as of the last
time (the "Expiration Time") tenders could have been made pursuant to such
Tender or Exchange Offer (as it may be amended) times the number of shares of
Common Stock outstanding (including any tendered shares) on the Expiration
Time, then, and in each such case, immediately prior to the opening of
business on the day after the date of the Expiration Time, the Settlement
Rate shall be adjusted so that the same shall equal the rate determined by
dividing the Settlement Rate immediately prior to the close of business on
the date of the Expiration Time by a fraction (i) the numerator of which
shall be equal to (A) the product of (I) the Current Market Price per share
of Common Stock on the date of the Expiration Time and (II) the number of
shares of Common Stock outstanding (including any tendered shares) on the
Expiration Time less (B) the amount of cash plus the fair market value
(determined as aforesaid) of the aggregate consideration payable to
shareholders based on the transactions described in clauses (I), (II) and
(III) above (assuming in the case of clause (I) the acceptance, up to any
maximum specified in the terms of the Tender or Exchange Offer, of Purchased
Shares), and (ii) the denominator of which shall be equal to the product of
(A) the Current Market Price per share of Common Stock as of the Expiration
Time and (B) the number of shares of Common Stock outstanding (including any
tendered shares) as of the Expiration Time less the number of all shares
validly tendered and

                                       38



not withdrawn as of the Expiration Time (the shares deemed so accepted, up to
any such maximum, being referred to as the "Purchased Shares").

            (7) The reclassification of Common Stock into securities including
securities other than Common Stock (other than any reclassification upon a
Reorganization Event to which Section 5.4(b) applies) shall be deemed to involve
(a) a distribution of such securities other than Common Stock to all holders of
Common Stock (and the effective date of such reclassification shall be deemed to
be "the date fixed for the determination of stockholders entitled to receive
such distribution" and the "date fixed for such determination" within the
meaning of paragraph (4) of this Section), and (b) a subdivision, split or
combination, as the case may be, of the number of shares of Common Stock
outstanding immediately prior to such reclassification into the number of shares
of Common Stock outstanding immediately thereafter (and the effective date of
such reclassification shall be deemed to be "the day upon which such subdivision
or split becomes effective" or "the day upon which such combination becomes
effective", as the case may be, and "the day upon which such subdivision, split
or combination becomes effective" within the meaning of paragraph (3) of this
Section).

            (8) The "Current Market Price" per share of Common Stock on any day
means the average of the daily Closing Prices for the 5 consecutive Trading Days
selected by the Company commencing not more than 30 Trading Days before, and
ending not later than, the earlier of the day in question and the day before the
"ex date" with respect to the issuance or distribution requiring such
computation. For purposes of this paragraph, the term "ex date", when used with
respect to any issuance or distribution, shall mean the first date on which the
Common Stock trades regular way on such exchange or in such market without the
right to receive such issuance or distribution.

            (9) All adjustments to the Settlement Rate, shall be calculated to
the nearest 1/10,000th of a share of Common Stock (or if there is not a nearest
1/10,000th of a share to the next lower 1/10,000th of a share). No adjustment in
the Settlement Rate shall be required unless such adjustment would require an
increase or decrease of at least one percent therein; provided, however, that
any adjustments which by reason of this subparagraph are not required to be made
shall be carried forward and taken into account in any subsequent adjustment. If
an adjustment is made to the Settlement Rate pursuant to paragraph (1), (2),
(3), (4), (5), (6), (7) or (10) of this Section 5.5(a), an adjustment shall also
be made to the Applicable Market Value solely to determine which of clauses (a),
(b) or (c) of the definition of Settlement Rate in Section 5.1 will apply on the
Purchase Contract Settlement Date. Such adjustment shall be made by multiplying
the Applicable Market Value by a fraction, the numerator of which shall be the
Settlement Rate immediately after such adjustment pursuant to paragraph (1),
(2), (3), (4), (5), (6), (7) or (10) of this Section 5.5(a) and the denominator
of which shall be the Settlement Rate immediately before such adjustment;
provided, however, that if such adjustment to the Settlement Rate is required to
be made pursuant to the occurrence of any of the events contemplated by
paragraph (1) (2) (3) (4) (5) (7) or (10) of this Section 5.5(a) during the
period taken into consideration for determining the Applicable Market Value,
appropriate and customary adjustments shall be made to the Settlement Rate.

            (10) The Company may make such increases in the Settlement Rate, in
addition to those required by this Section, as it considers to be advisable in
order to avoid or diminish any


                                       39



income tax to any holders of Common Stock resulting from any dividend or
distribution of stock or issuance of rights or warrants to purchase or
subscribe for stock or from any event treated as such for income tax purposes
or for any other reasons.

      (b) ADJUSTMENT FOR CONSOLIDATION, MERGER OR OTHER REORGANIZATION EVENT.
In the event of (i) any consolidation or merger of the Company with or into
another Person (other than a merger or consolidation in which the Company is
the continuing corporation and in which the Common Stock outstanding
immediately prior to the merger or consolidation is not exchanged for cash,
securities or other property of the Company or another corporation), (ii) any
sale, transfer, lease or conveyance to another Person of the property of the
Company as an entirety or substantially as an entirety, (iii) any statutory
exchange of securities of the Company with another Person (other than in
connection with a merger or acquisition) or (iv) any liquidation, dissolution
or winding up of the Company other than as a result of or after the
occurrence of a Termination Event (any such event, a "Reorganization Event"),
the Settlement Rate will be adjusted to provide that each Holder of
Securities will receive on the Purchase Contract Settlement Date with respect
to each Purchase Contract forming a part thereof, the kind and amount of
securities, cash and other property receivable upon such Reorganization Event
(without any interest thereon, and without any right to dividends or
distribution thereon which have a record date that is prior to the Purchase
Contract Settlement Date) by a Holder of the number of shares of Common Stock
issuable on account of each Purchase Contract if the Purchase Contract
Settlement Date had occurred immediately prior to such Reorganization Event
assuming such Holder of Common Stock is not a Person with which the Company
consolidated or into which the Company merged or which merged into the
Company or to which such sale or transfer was made, as the case may be (any
such Person, a "Constituent Person"), or an Affiliate of a Constituent Person
to the extent such Reorganization Event provides for different treatment of
Common Stock held by Affiliates of the Company and non-affiliates and such
Holder failed to exercise his rights of election, if any, as to the kind or
amount of securities, cash and other property receivable upon such
Reorganization Event (provided that if the kind or amount of securities, cash
and other property receivable upon such Reorganization Event is not the same
for each share of Common Stock held immediately prior to such Reorganization
Event by other than a Constituent Person or an Affiliate thereof and in
respect of which such rights of election shall not have been exercised
("non-electing share"), then for the purpose of this Section the kind and
amount of securities, cash and other property receivable upon such
Reorganization Event by each non-electing share shall be deemed to be the
kind and amount so receivable per share by a plurality of the non-electing
shares). In the event of such a Reorganization Event, the Person formed by
such consolidation, merger or exchange or the Person which acquires the
assets of the Company or, in the event of a liquidation or dissolution of the
Company, the Company or a liquidating trust created in connection therewith,
shall execute and deliver to the Agent an agreement supplemental hereto
providing that the Holders of each Outstanding Security shall have the rights
provided by this Section 5.5. Such supplemental agreement shall provide for
adjustments which, for events subsequent to the effective date of such
supplemental agreement, shall be as nearly equivalent as may be practicable
to the adjustments provided for in this Section. The above provisions of this
Section shall similarly apply to successive Reorganization Events.


                                      40


Section 5.6.      NOTICE OF ADJUSTMENTS AND CERTAIN OTHER EVENTS.

      (a)  Whenever the Settlement Rate is adjusted as herein provided, the
Company shall:

                  (i) forthwith compute the Settlement Rate in accordance with
      Section 5.5 and prepare and transmit to the Agent an Officer's Certificate
      setting forth the Settlement Rate, the method of calculation thereof in
      reasonable detail, and the facts requiring such adjustment and upon which
      such adjustment is based; and

                  (ii) within 10 Business Days following the occurrence of an
      event that requires an adjustment to the Settlement Rate pursuant to
      Section 5.5 (or if the Company is not aware of such occurrence, as soon as
      practicable after becoming so aware), provide a written notice to the
      Holders of the Securities of the occurrence of such event and a statement
      in reasonable detail setting forth the method by which the adjustment to
      the Settlement Rate was determined and setting forth the adjusted
      Settlement Rate.

      (b) The Agent shall not at any time be under any duty or responsibility
to any Holder of Securities to determine whether any facts exist which may
require any adjustment of the Settlement Rate, or with respect to the nature
or extent or calculation of any such adjustment when made, or with respect to
the method employed in making the same. The Agent shall not be accountable
with respect to the validity or value (or the kind or amount) of any Common
Stock, or of any securities or property, which may at the time be issued or
delivered with respect to any Purchase Contract; and the Agent makes no
representation with respect thereto. The Agent shall not be responsible for
any failure of the Company to issue, transfer or deliver any Common Stock
pursuant to a Purchase Contract or to comply with any of the duties,
responsibilities or covenants of the Company contained in this Article.

Section 5.7.      TERMINATION EVENT; NOTICE.

      The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights and
obligations of Holders to purchase Common Stock, shall immediately and
automatically terminate, without the necessity of any notice or action by any
Holder, the Agent or the Company, if, on or prior to the Purchase Contract
Settlement Date, a Termination Event shall have occurred. Upon and after the
occurrence of a Termination Event, the Securities shall thereafter represent
the right to receive the Senior Notes, forming a part of such Securities in
the case of Income PRIDES, or Treasury Securities in the case of Growth
PRIDES, in accordance with the provisions of Section 4.3 of the Pledge
Agreement. Upon the occurrence of a Termination Event, the Company shall
promptly but in no event later than two Business Days thereafter give written
notice to the Agent, the Collateral Agent and to the Holders, at their
addresses as they appear in the Register.

Section 5.8.      EARLY SETTLEMENT.

      (a) Subject to and upon compliance with the provisions of this Section
5.8, at the option of the Holder thereof, Purchase Contracts underlying
Securities, having an aggregate Stated Amount equal to $1,000 or an integral
multiple thereof, may be settled early ("Early Settlement") in the case of
Income PRIDES on or prior to the fifth Business Day immediately preceding the
Purchase Contract Settlement Date and in the case of Growth PRIDES on or
prior to the second


                                      41


Business Day immediately preceding the Purchase Contract Settlement Date, in
each case, as provided herein. In order to exercise the right to effect Early
Settlement with respect to any Purchase Contracts, the Holder of the
Certificate evidencing Securities shall deliver such Certificate to the Agent
at the Corporate Trust Office duly endorsed for transfer to the Company or in
blank with the form of Election to Settle Early on the reverse thereof duly
completed and accompanied by payment (payable to the Company in immediately
available funds in an amount (the "Early Settlement Amount") equal to (i) the
product of (A) the Stated Amount times (B) the number of Purchase Contracts
with respect to which the Holder has elected to effect Early Settlement plus
(ii) in the case of Income PRIDES Certificates, if such delivery is made with
respect to any Purchase Contracts during the period from the close of
business on any Record Date next preceding any Payment Date to the opening of
business on such Payment Date, an amount equal to the sum of the dividends on
the related Senior Notes payable on such Payment Date. Except as provided in
the immediately preceding sentence, no payment or adjustment shall be made
upon Early Settlement of any Purchase Contract on account of any dividends on
the Common Stock issued upon such Early Settlement. If the foregoing
requirements are first satisfied with respect to Purchase Contracts
underlying any Securities at or prior to 5:00 p.m., New York City time, on a
Business Day, such day shall be the "Early Settlement Date" with respect to
such Securities and if such requirements are first satisfied after 5:00 p.m.,
New York City time, on a Business Day or on a day that is not a Business Day,
the "Early Settlement Date" with respect to such Securities shall be the next
succeeding Business Day.

      (b) Upon Early Settlement of Purchase Contracts by a Holder of the
related Securities, the Company shall issue, and the Holder shall be entitled
to receive, 0.2974 shares of Common Stock on account of each Purchase
Contract as to which Early Settlement is effected (the "Early Settlement
Rate"). The Early Settlement Rate shall be adjusted in the same manner and at
the same time as the Settlement Rate is adjusted. As promptly as practicable
after Early Settlement of Purchase Contracts in accordance with the
provisions of this Section 5.8, the Company shall issue and shall deliver to
the Agent at the Corporate Trust Office a certificate or certificates for the
full number of shares of Common Stock issuable upon such Early Settlement
together with payment in lieu of any fraction of a share, as provided in
Section 5.9.

      (c) No later than the third Business Day after the applicable Early
Settlement Date the Company shall cause (i) the Common Stock issuable upon
Early Settlement of Purchase Contracts to be issued and delivered, and (ii)
the related Senior Notes, in the case of Income PRIDES, or the related
Treasury Securities, in the case of Growth PRIDES, to be released from the
Pledge by the Collateral Agent and transferred, in each case to the Agent for
delivery to the Holder thereof or its designee.

      (d) Upon Early Settlement of any Purchase Contracts, and subject to
receipt of Common Stock from the Company and the Senior Notes, or Treasury
Securities, as the case may be, from the Collateral Agent, as applicable, the
Agent shall, in accordance with the instructions provided by the Holder
thereof on the applicable form of Election to Settle Early on the reverse of
the Certificate evidencing the related Securities, (i) transfer to the Holder
the Senior Notes or Treasury Securities, as the case may be, forming a part
of such Securities, and (ii) deliver to the Holder a certificate or
certificates for the full number of shares of Common Stock issuable upon such
Early Settlement together with payment in lieu of any fraction of a share, as
provided in Section 5.9.


                                      42


      (e) In the event that Early Settlement is effected with respect to
Purchase Contracts underlying less than all the Securities evidenced by a
Certificate, upon such Early Settlement the Company shall execute and the
Agent shall authenticate, countersign and deliver to the Holder thereof, at
the expense of the Company, a Certificate evidencing the Securities as to
which Early Settlement was not effected.

Section 5.9.      NO FRACTIONAL SHARES.

      No fractional shares or scrip representing fractional shares of Common
Stock shall be issued or delivered upon settlement on the Purchase Contract
Settlement Date or upon Early Settlement of any Purchase Contracts. If
Certificates evidencing more than one Purchase Contract shall be surrendered
for settlement at one time by the same Holder, the number of full shares of
Common Stock which shall be delivered upon settlement shall be computed on
the basis of the aggregate number of Purchase Contracts evidenced by the
Certificates so surrendered. Instead of any fractional share of Common Stock
which would otherwise be deliverable upon settlement of any Purchase
Contracts on the Purchase Contract Settlement Date or upon Early Settlement,
the Company, through the Agent, shall make a cash payment in respect of such
fractional interest in an amount equal to the value of such fractional shares
times the Applicable Market Value. The Company shall provide the Agent from
time to time with sufficient funds to permit the Agent to make all cash
payments required by this Section 5.9 in a timely manner.

Section 5.10.     CHARGES AND TAXES.

      The Company will pay all stock transfer and similar taxes attributable
to the initial issuance and delivery of the Common Stock pursuant to the
Purchase Contracts; provided, however, that the Company shall not be required
to pay any such tax or taxes which may be payable in respect of any exchange
of or substitution for a Certificate evidencing a Security or any issuance of
a share of Common Stock in a name other than that of the registered Holder of
a Certificate surrendered in respect of the Securities evidenced thereby,
other than in the name of the Agent, as custodian for such Holder, and the
Company shall not be required to issue or deliver such share certificates or
Certificates unless or until the Person or Persons requesting the transfer or
issuance thereof shall have paid to the Company the amount of such tax or
shall have established to the satisfaction of the Company that such tax has
been paid.

Section 5.11.     EARLY SETTLEMENT UPON MERGER.

      (a) In the event of a merger or consolidation of the Company of the
type described in Section 5.5(b) in which the Common Stock outstanding
immediately prior to such merger or consolidation is exchanged for
consideration consisting of at least 30% cash or cash equivalents (any such
event a "Cash Merger"), then the Company (or the successor to the Company
hereunder) shall be required to offer the Holder of each Income PRIDES the
right to settle the Purchase Contract underlying such Income PRIDES prior to
the Purchase Contract Settlement Date ("Merger Early Settlement") as provided
herein. On or before the fifth Business Day after the consummation of a Cash
Merger the Company or, at the written request and expense of the Company, the
Agent shall give all Holders notice, in the manner provided in Section 1.6,
of the occurrence of the Cash Merger and of the right of Merger Early
Settlement arising as a result


                                      43


thereof. The Company shall also deliver a copy of such notice to the Agent
and the Collateral Agent. Each such notice shall contain:

                  (i)  the date on which the Merger Early Settlement will be
      effected (the "Merger Early Settlement Date");

                  (ii) the date, which shall be 10 days after the date of the
      notice, by which the Merger Early Settlement right must be exercised;

                  (iii) the Settlement Rate in effect as a result of such Cash
      Merger and the kind and amount of securities, cash and other property
      receivable by the Holder upon settlement of each Purchase Contract
      pursuant to Section 5.5(b);

                  (iv) a statement to the effect that all or a portion of the
      Stated Amount payable by the Holder to settle the Purchase Contract will
      be offset against the amount of cash so receivable upon exercise of Merger
      Early Settlement, as applicable; and

                  (v)  the instructions a Holder must follow to exercise the
      Merger Early Settlement right.

      (b) To exercise a Merger Early Settlement right, a Holder shall deliver
to the Agent on or before 5:00 p.m., New York City time on the date specified
in the notice the Income PRIDES Certificate(s) with respect to which the
Merger Early Settlement right is being exercised with the form of "Election
to Settle Early" on the reverse thereof, duly completed accompanied by
payment of the purchase price for the property to be purchased pursuant to
the Purchase Contracts underlying such Income PRIDES, which payment shall be
made in lawful money of the United States by certified or cashier's check
payable to the order of the Company in immediately available funds in an
amount equal to the aggregate Stated Amount of the Income PRIDES in respect
of which the Merger Early Settlement is being effected less the amount of
cash that otherwise would be deliverable by the Company or its successor upon
settlement of the Purchase Contract in lieu of Common Stock pursuant to
Section 5.5(b) and as described in the notice to Holders.

      (c) In the event a Merger Early Settlement right shall be exercised by
a Holder in accordance with the terms hereof, (i) on the Merger Early
Settlement Date the Company shall deliver or cause to be delivered by the
Agent to each such exercising Holder the net cash, securities and other
property to be received, as provided herein, by such exercising Holder in
respect of the number of Purchase Contracts for which such Merger Early
Settlement right was exercised and (ii) all references herein to Purchase
Contract Settlement Date shall be deemed to refer to such Merger Early
Settlement Date and all references to the form of Settlement Instruction
shall be deemed to refer to the form of Election to Settle Early, as
applicable.

      (d) In the event that Merger Early Settlement is effected with respect
to less than all of the Purchase Contracts underlying the Income PRIDES
evidenced by a Income PRIDES Certificate, upon such Merger Early Settlement
the Company shall execute and the Agent shall execute on behalf of the
Holders and deliver to the Holder thereof, at the expense of the Company, a
Income PRIDES Certificate evidencing the Income PRIDES as to which Merger
Early Settlement was not effected.

                                      44


                                   ARTICLE VI
                                    REMEDIES

Section 6.1.      UNCONDITIONAL RIGHT OF HOLDERS TO PURCHASE COMMON STOCK.

      The Holder of any Income PRIDES or Growth PRIDES shall have the right,
which is absolute and unconditional, to purchase Common Stock pursuant to the
Purchase Contract constituting a part of such Security and to institute suit
for the enforcement of any such right to purchase Common Stock and payment
and such rights shall not be impaired without the consent of such Holder.

Section 6.2.      RESTORATION OF RIGHTS AND REMEDIES.

      If any Holder has instituted any proceeding to enforce any right or
remedy under this Agreement and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to such Holder,
then and in every such case, subject to any determination in such proceeding,
the Company and such Holder shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of
such Holder shall continue as though no such proceeding had been instituted.

Section 6.3.      RIGHTS AND REMEDIES CUMULATIVE.

      Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Certificates in the last paragraph of
Section 3.10, no right or remedy herein conferred upon or reserved to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section 6.4.      DELAY OR OMISSION NOT WAIVER.

      No delay or omission of any Holder to exercise any right or remedy upon
a default shall impair any such right or remedy or constitute a waiver of any
such right. Every right and remedy given by this Article or by law to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by such Holders.

Section 6.5.      UNDERTAKING FOR COSTS.

      All parties to this Agreement agree, and each Holder of Income PRIDES
or Growth PRIDES, by its acceptance of such Income PRIDES or Growth PRIDES
shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Agreement,
or in any suit against the Agent for any action taken, suffered or omitted by
it as Agent, the filing by any party litigant in such suit of an undertaking
to pay the costs of such suit, and that such court may in its discretion
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; provided
that


                                      45


the provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Agent, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% of the
Outstanding Securities, or to any suit instituted by any Holder for the
enforcement of dividends on any Senior Notes, if declared, on or after the
respective Payment Date therefor in respect of any Security held by such
Holder, or for enforcement of the right to purchase Common Stock under the
Purchase Contracts constituting part of any Security held by such Holder.

Section 6.6.      WAIVER OF STAY OR EXTENSION LAWS.

      The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Agreement; and the Company (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Agent or the Holders,
but will suffer and permit the execution of every such power as though no
such law had been enacted.

                                   ARTICLE VII
                                    THE AGENT

Section 7.1.      CERTAIN DUTIES AND RESPONSIBILITIES.

      (a) (1) The Agent undertakes to perform, with respect to the
Securities, such duties and only such duties as are specifically set forth in
this Agreement and the Pledge Agreement, and no implied covenants or
obligations shall be read into this Agreement against the Agent; and

      (2) in the absence of bad faith, willful misconduct or negligence on
its part, the Agent may, with respect to the Securities, conclusively rely,
as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Agent and
conforming to the requirements of this Agreement, but in the case of any
certificates or opinions which by any provision hereof are specifically
required to be furnished to the Agent, the Agent shall be under a duty to
examine the same to determine whether or not they conform to the requirements
of this Agreement, but need not confirm or investigate the accuracy of
mathematical calculations stated therein.

      (b) No provision of this Agreement shall be construed to relieve the
Agent from liability for its own negligent action, its own negligent failure
to act, its own bad faith, or its own willful misconduct, except that

            (1)  this Subsection shall not be construed to limit the effect
      of Subsection (a) of this Section;

            (2) the Agent shall not be liable for any error of judgment made in
      good faith by a Responsible Officer, unless it shall be proved that the
      Agent was negligent in ascertaining the pertinent facts; and


                                      46


            (3) no provision of this Agreement shall require the Agent to expend
      or risk its own funds or otherwise incur any financial liability in the
      performance of any of its duties hereunder, or in the exercise of any of
      its rights or powers, if adequate indemnity is not provided to it.

      (c) Whether or not therein expressly so provided, every provision of
this Agreement relating to the conduct or affecting the liability of or
affording protection to the Agent shall be subject to the provisions of this
Section.

      (d)  The Agent is authorized to execute and deliver the Pledge
Agreement in its capacity as Agent.

Section 7.2.      NOTICE OF DEFAULT.

      Within 30 days after the occurrence of any default by the Company
hereunder of which a Responsible Officer of the Agent has actual knowledge,
the Agent shall transmit by mail to the Company and the Holders of
Securities, as their names and addresses appear in the Register, notice of
such default hereunder, unless such default shall have been cured or waived.

Section 7.3.      CERTAIN RIGHTS OF AGENT.

      Subject to the provisions of Section 7.1:

      (a) the Agent may conclusively rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper party or parties;

      (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by an Officer's Certificate, Issuer Order or Issuer
Request, and any resolution of the Board of Directors of the Company may be
sufficiently evidenced by a Board Resolution;

      (c) whenever in the administration of this Agreement the Agent shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Agent (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its
part, rely upon an Officer's Certificate of the Company;

      (d) the Agent may consult with counsel of its selection and the advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon;

      (e) the Agent shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Agent, in its discretion, may make reasonable further
inquiry or investigation into such facts or matters related to the execution,
delivery and performance of the Purchase Contracts as it may see fit, and, if
the Agent shall determine to make such further inquiry or


                                      47


investigation, it shall be given a reasonable opportunity to examine the
books, records and premises of the Company, personally or by agent or
attorney;

      (f) the Agent may execute any of the powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys or an
Affiliate and the Agent shall not be responsible for any misconduct or
negligence on the part of any agent or attorney or an Affiliate appointed
with due care by it hereunder;

      (g) the rights, privileges, protections, immunities and benefits given
to the Agent, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Agent in each of its capacities
hereunder, and to each agent custodian and other Person employed to act
hereunder; and

      (h) the Agent may request that the Company delivery an Officer's
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Agreement,
which Officer's Certificate may be signed by any person authorized to sign an
Officer's Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

Section 7.4.      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

      The recitals contained herein and in the Certificates shall be taken as
the statements of the Company and the Agent assumes no responsibility for
their accuracy. The Agent makes no representations as to the validity or
sufficiency of either this Agreement or of the Securities, or of the Pledge
Agreement or the Pledge. The Agent shall not be accountable for the use or
application by the Company of the proceeds in respect of the Purchase
Contracts.

Section 7.5.      MAY HOLD SECURITIES.

      Any Registrar or any other agent of the Company, or the Agent and its
Affiliates, in their individual or any other capacity, may become the owner
or pledgee of Securities and may otherwise deal with the Company, the
Collateral Agent or any other Person with the same rights it would have if it
were not Registrar or such other agent, or the Agent.

Section 7.6.      MONEY HELD IN CUSTODY.

      Money held by the Agent in custody hereunder need not be segregated
from the other funds except to the extent required by law or provided herein.
The Agent shall be under no obligation to invest or pay interest on any money
received by it hereunder except as otherwise agreed in writing with the
Company.

Section 7.7.      COMPENSATION AND REIMBURSEMENT.

      The Company agrees:

            (1) to pay to the Agent from time to time such compensation as shall
      be agreed in writing between the Company and the Agent for all services
      rendered by it hereunder;


                                      48


            (2) except as otherwise expressly provided herein, to reimburse the
      Agent upon its request for all reasonable expenses, disbursements and
      advances incurred or made by the Agent in accordance with any provision of
      this Agreement (including the reasonable compensation and the reasonable
      expenses and disbursements of its agents and counsel), except any such
      expense, disbursement or advance as may be attributable to its negligence,
      willful misconduct or bad faith; and

            (3) to indemnify the Agent and any predecessor Agent for, and to
      hold it harmless against, any and all loss, liability, damage, claim or
      expense, including taxes (other than taxes based on the income of the
      Agent), incurred without negligence, willful misconduct or bad faith on
      its part, arising out of or in connection with the acceptance or
      administration of its duties hereunder, including the costs and expenses
      of defending itself against any claim or liability in connection with the
      exercise or performance of any of its powers or duties hereunder.

      The provisions of this Section 7.7 shall survive the termination of this
Agreement.

Section 7.8.      CORPORATE AGENT REQUIRED; ELIGIBILITY.

      There shall at all times be an Agent hereunder which shall be a
corporation organized and doing business under the laws of the United States
of America, any State thereof or the District of Columbia, authorized under
such laws to exercise corporate trust powers, having (or being a member of a
bank holding company having) a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by Federal or State
authority and having a Corporate Trust Office in the Borough of Manhattan,
The City of New York, if there be such a corporation in the Borough of
Manhattan, The City of New York, qualified and eligible under this Article
and willing to act on reasonable terms. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of
said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published. If at any time the Agent shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

Section 7.9.      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

      (a) No resignation or removal of the Agent and no appointment of a
successor Agent pursuant to this Article shall become effective until the
acceptance of appointment by the successor Agent in accordance with the
applicable requirements of Section 7.10.

      (b) The Agent may resign at any time by giving written notice thereof
to the Company 60 days prior to the effective date of such resignation. If
the instrument of acceptance by a successor Agent required by Section 7.10
shall not have been delivered to the Agent within 30 days after the giving of
such notice of resignation, the resigning Agent may petition, at the expense
of the Company, any court of competent jurisdiction for the appointment of a
successor Agent.


                                      49


      (c) The Agent may be removed at any time by Act of the Holders of a
majority in number of the Outstanding Securities delivered to the Agent and the
Company. If the instrument of acceptance by a successor Agent required by
Section 7.10 shall not have been delivered to the Agent within 30 days after the
giving of such notice or removal, the Agent being removed may petition, at the
expense of the Company, any court of competent jurisdiction for the appointment
of a successor Agent.

      (d)  if at any time:

            (1) the Agent fails to comply with Section 310(b) of the TIA, as if
      the Agent were an indenture trustee under an indenture qualified under the
      TIA, after written request therefor by the Company or by any Holder who
      has been a bona fide Holder of a Security for at least six months; or

            (2) the Agent shall cease to be eligible under Section 7.8 and shall
      fail to resign after written request therefor by the Company or by any
      such Holder; or

            (3) the Agent shall become incapable of acting or shall be adjudged
      a bankrupt or insolvent or a receiver of the Agent or of its property
      shall be appointed or any public officer shall take charge or control of
      the Agent or of its property or affairs for the purpose of rehabilitation,
      conservation or liquidation;

then, in any such case, (i) the Company by a Board Resolution may remove the
Agent, or (ii) any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Agent and
the appointment of a successor Agent.

      (e) If the Agent shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Agent for any cause, the Company,
by a Board Resolution, shall promptly appoint a successor Agent and shall comply
with the applicable requirements of Section 7.10. If no successor Agent shall
have been so appointed by the Company and accepted appointment in the manner
required by Section 7.10, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Agent.

      (f) The Company shall give, or shall cause such successor Agent to give,
notice of each resignation and each removal of the Agent and each appointment of
a successor Agent by mailing written notice of such event by first-class mail,
postage prepaid, to all Holders as their names and addresses appear in the
applicable Register. Each notice shall include the name of the successor Agent
and the address of its Corporate Trust Office.

Section 7.10.     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

      (a) In case of the appointment hereunder of a successor Agent, every such
successor Agent so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Agent an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Agent shall become
effective and such successor Agent, without any further act, deed or conveyance,
shall become vested with all the rights, powers, agencies and duties of the


                                     50



retiring Agent; but, on the request of the Company or the successor Agent, such
retiring Agent shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Agent all the rights, powers and
trusts of the retiring Agent and shall duly assign, transfer and deliver to such
successor Agent all property and money held by such retiring Agent hereunder.

      (b) Upon request of any such successor Agent, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Agent all such rights, powers and agencies referred to in
paragraph (a) of this Section.

      (c) No successor Agent shall accept its appointment unless at the time of
such acceptance such successor Agent shall be qualified and eligible under this
Article.

Section 7.11.     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

      Any corporation into which the Agent may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Agent shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Agent, shall be the successor of the Agent hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Certificates shall have been
authenticated and executed on behalf of the Holders, but not delivered, by the
Agent then in office, any successor by merger, conversion or consolidation to
such Agent may adopt such authentication and execution and deliver the
Certificates so authenticated and executed with the same effect as if such
successor Agent had itself authenticated and executed such Securities.

Section 7.12.     PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

      (a) The Agent shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders received by the Agent in its
capacity as Registrar.

      (b) If three or more Holders (herein referred to as "applicants") apply in
writing to the Agent, and furnish to the Agent reasonable proof that each such
applicant has owned a Security for a period of at least six months preceding the
date of such application, and such application states that the applicants desire
to communicate with other Holders with respect to their rights under this
Agreement or under the Securities and is accompanied by a copy of the form of
proxy or other communication which such applicants propose to transmit, then the
Agent shall, mail to all the Holders copies of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to the Agent of the materials to be mailed and of payment, or
provision for the payment, of the reasonable expenses of such mailing.

Section 7.13.     NO OBLIGATIONS OF AGENT.

      Except to the extent otherwise provided in this Agreement, the Agent
assumes no obligations and shall not be subject to any liability under this
Agreement, the Pledge Agreement or any Purchase Contract in respect of the
obligations of the Holder of any Security thereunder. The Company agrees, and
each Holder of a Certificate, by his acceptance thereof, shall be


                                     51



deemed to have agreed, that the Agent's execution of the Certificates on
behalf of the Holders shall be solely as agent and attorney-in-fact for the
Holders, and that the Agent shall have no obligation to perform such Purchase
Contracts on behalf of the Holders, except to the extent expressly provided
in Article Five hereof.

Section 7.14.     TAX COMPLIANCE.

      (a) The Agent, on its own behalf and on behalf of the Company, will comply
with all applicable certification, information reporting and withholding
(including "backup" withholding) requirements imposed by applicable tax laws,
regulations or administrative practice with respect to (i) any payments made
with respect to the Securities or (ii) the issuance, delivery, holding,
transfer, redemption or exercise of rights under the Securities. Such compliance
shall include, without limitation, the timely filing of required returns and the
timely payment of all amounts required to be withheld to the appropriate taxing
authority or its designated agent.

      (b) The Agent shall comply with any written direction received from the
Company with respect to the reasonable application of such requirements to
particular payments or Holders or in other particular circumstances, and may for
purposes of this Agreement rely on any such direction in accordance with the
provisions of Section 7.1(a)(2) hereof.

      (c) The Agent shall maintain all appropriate records documenting
compliance with such requirements, and shall make such records available, on
written request, to the Company or its authorized representative within a
reasonable period of time after receipt of such request.

                                  ARTICLE VIII
                             SUPPLEMENTAL AGREEMENTS

Section 8.1.      SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF HOLDERS.

      Without the consent of any Holders, the Company and the Agent, at any time
and from time to time, may enter into one or more agreements supplemental
hereto, in form satisfactory to the Company and the Agent, for any of the
following purposes:

            (1)  to evidence the succession of another Person to the Company,
      and the assumption by any such successor of the covenants of the
      Company herein and in the Certificates; or

            (2)  to add to the covenants of the Company for the benefit of
      the Holders, or to surrender any right or power herein conferred upon
      the Company; or

            (3)  to evidence and provide for the acceptance of appointment
      hereunder by a successor Agent; or

            (4)  to make provision with respect to the rights of Holders
      pursuant to the requirements of Section 5.5(b); or

            (5) to cure any ambiguity, to correct or supplement any provisions
      herein which may be inconsistent with any other provisions herein, or to
      make any other provisions


                                     52



      with respect to such matters or questions arising under this Agreement,
      provided such action shall not adversely affect the interests of the
      Holders.

Section 8.2.      SUPPLEMENTAL AGREEMENTS WITH CONSENT OF HOLDERS.

      With the consent of the Holders of not less than a majority of the
outstanding Purchase Contracts voting together as one class, by Act of said
Holders delivered to the Company and the Agent, the Company, when authorized by
a Board Resolution, and the Agent may enter into an agreement or agreements
supplemental hereto for the purpose of modifying in any manner the terms of the
Purchase Contracts, or the provisions of this Agreement or the rights of the
Holders in respect of the Securities; provided, however, that, except as
contemplated herein, no such supplemental agreement shall, without the consent
of the Holder of each Outstanding Security affected thereby,

            (1)  change any Payment Date;

            (2) change the amount or the type of Collateral required to be
      Pledged to secure a Holder's Obligations under the Purchase Contract,
      impair the right of the Holder of any Purchase Contract to receive
      distributions on the related Collateral (except for the rights of Holders
      of Income PRIDES to substitute the Treasury Securities for the Pledged
      Senior Notes or the rights of holders of Growth PRIDES to substitute
      Senior Notes for the Pledged Treasury Securities) or otherwise adversely
      affect the Holder's rights in or to such Collateral or adversely alter the
      rights in or to such Collateral;

            (3)  impair the right to institute suit for the enforcement of
      any Purchase Contract;

            (4) reduce the number of shares of Common Stock to be purchased
      pursuant to any Purchase Contract, increase the price to purchase Common
      Stock upon settlement of any Purchase Contract, change the Purchase
      Contract Settlement Date or otherwise adversely affect the Holder's rights
      under any Purchase Contract; or

            (5)  reduce the percentage of the outstanding Purchase Contracts
      the consent of whose Holders is required for any such supplemental
      agreement;

provided, that if any amendment or proposal referred to above would adversely
affect only the Income PRIDES or the Growth PRIDES, then only the affected class
of Holder as of the record date for the Holders entitled to vote thereon will be
entitled to vote on such amendment or proposal, and such amendment or proposal
shall not be effective except with the consent of Holders of not less than a
majority of such class.

      It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental agreement, but it shall
be sufficient if such Act shall approve the substance thereof.

Section 8.3.      EXECUTION OF SUPPLEMENTAL AGREEMENTS.

      In executing, or accepting the additional agencies created by, any
supplemental agreement permitted by this Article or the modifications thereby of
the agencies created by this


                                     53



Agreement, the Agent shall be entitled to receive and (subject to Section
7.1) shall be fully protected in relying upon, an Officer's Certificate and
an Opinion of Counsel stating that the execution of such supplemental
agreement is authorized or permitted by this Agreement. The Agent may, but
shall not be obligated to, enter into any such supplemental agreement which
affects the Agent's own rights, duties or immunities under this Agreement or
otherwise.

Section 8.4.      EFFECT OF SUPPLEMENTAL AGREEMENTS.

      Upon the execution of any supplemental agreement under this Article, this
Agreement shall be modified in accordance therewith, and such supplemental
agreement shall form a part of this Agreement for all purposes; and every Holder
of Certificates theretofore or thereafter authenticated, executed on behalf of
the Holders and delivered hereunder shall be bound thereby.

Section 8.5.      REFERENCE TO SUPPLEMENTAL AGREEMENTS.

      Certificates authenticated, executed on behalf of the Holders and
delivered after the execution of any supplemental agreement pursuant to this
Article may, and shall if required by the Agent, bear a notation in form
approved by the Agent as to any matter provided for in such supplemental
agreement. If the Company shall so determine, new Certificates so modified as to
conform, in the opinion of the Agent and the Company, to any such supplemental
agreement may be prepared and executed by the Company and authenticated,
executed on behalf of the Holders and delivered by the Agent in exchange for
Outstanding Certificates.

                                   ARTICLE IX
                  CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 9.1.      COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY
EXCEPT UNDER CERTAIN CONDITIONS.

      The Company covenants that it will not merge or consolidate with any other
Person or sell, assign, transfer, lease or convey all or substantially all of
its properties and assets to any Person or group of affiliated Persons in one
transaction or a series of related transactions, unless (i) either the Company
shall be the continuing corporation, or the successor (if other than the
Company) shall be a corporation organized and existing under the laws of the
United States of America or a State thereof or the District of Columbia and such
corporation shall expressly assume all the obligations of the Company under the
Purchase Contracts, the Senior Notes, this Agreement and the Pledge Agreement by
one or more supplemental agreements in form reasonably satisfactory to the Agent
and the Collateral Agent, executed and delivered to the Agent and the Collateral
Agent by such corporation, and (ii) the Company or such successor corporation,
as the case may be, shall not, immediately after such merger or consolidation,
or such sale, assignment, transfer, lease or conveyance, be in default of its
payment obligations under this Agreement or the Senior Notes, or in default of
its obligations to deliver Common Stock (or other property) on the Purchase
Contract Settlement Date or any Early Settlement Date, or in material default in
the performance of any covenant or condition hereunder, under any of the
Securities or under the Pledge Agreement.


                                     54



Section 9.2.      RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.

      In case of any such consolidation, merger, sale, assignment, transfer,
lease or conveyance and upon any such assumption by a successor corporation in
accordance with Section 9.1, such successor corporation shall succeed to and be
substituted for the Company with the same effect as if it had been named herein
as the Company. Such successor corporation thereupon may cause to be signed, and
may issue either in its own name or in the name of Affiliated Managers Group,
Inc. any or all of the Certificates evidencing Securities issuable hereunder
which theretofore shall not have been signed by the Company and delivered to the
Agent; and, upon the order of such successor corporation, instead of the
Company, and subject to all the terms, conditions and limitations in this
Agreement prescribed, the Agent shall authenticate and execute on behalf of the
Holders and deliver any Certificates which previously shall have been signed and
delivered by the officers of the Company to the Agent for authentication and
execution, and any Certificate evidencing Securities which such successor
corporation thereafter shall cause to be signed and delivered to the Agent for
that purpose. All the Certificates so issued shall in all respects have the same
legal rank and benefit under this Agreement as the Certificates theretofore or
thereafter issued in accordance with the terms of this Agreement as though all
of such Certificates had been issued at the date of the execution hereof.

      In case of any such consolidation, merger, sale, assignment, transfer,
lease or conveyance such change in phraseology and form (but not in substance)
may be made in the Certificates evidencing Securities thereafter to be issued as
may be appropriate.

Section 9.3.      OPINION OF COUNSEL GIVEN TO AGENT.

      The Agent, subject to Sections 7.1 and 7.3, shall receive an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale,
assignment, transfer, lease or conveyance, and any such assumption, complies
with the provisions of this Article and that all conditions precedent to the
consummation of any such consolidation, merger, sale, assignment, transfer,
lease or conveyance have been met.

                                    ARTICLE X
                                    COVENANTS

Section 10.1.     PERFORMANCE UNDER PURCHASE CONTRACTS.

      The Company covenants and agrees for the benefit of the Holders from time
to time of the Securities that it will duly and punctually perform its
obligations under the Purchase Contracts in accordance with the terms of the
Purchase Contracts and this Agreement.

Section 10.2.     MAINTENANCE OF OFFICE OR AGENCY.

      The Company will maintain in the Borough of Manhattan, The City of New
York an office or agency where Certificates may be presented or surrendered for
acquisition of Common Stock upon settlement of the Purchase Contracts on the
Purchase Contract Settlement Date or Early Settlement and for transfer of
Collateral upon occurrence of a Termination Event, where Certificates may be
surrendered for registration of transfer or exchange, for a Collateral
Substitution or re-establishment of an Income PRIDES and where notices and
demands to or


                                     55



upon the Company in respect of the Securities and this Agreement may be
served. The Company will give prompt written notice to the Agent of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Agent with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office, and the Company hereby appoints the Agent as its agent to receive all
such presentations, surrenders, notices and demands.

      The Company may also from time to time designate one or more other offices
or agencies where Certificates may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York for such purposes. The Company will give prompt
written notice to the Agent of any such designation or rescission and of any
change in the location of any such other office or agency. The Company hereby
designates as the place of payment for the Securities the Corporate Trust Office
and appoints the Agent at its Corporate Trust Office as paying agent in such
city.

Section 10.3.     COMPANY TO RESERVE COMMON STOCK.

      The Company shall at all times prior to the Purchase Contract Settlement
Date reserve and keep available, free from preemptive rights, out of its
authorized but unissued Common Stock the full number of shares of Common Stock
issuable against tender of payment in respect of all Purchase Contracts
constituting a part of the Securities evidenced by Outstanding Certificates.

Section 10.4.     COVENANTS AS TO COMMON STOCK.

      The Company covenants that all Common Stock which may be issued against
tender of payment in respect of any Purchase Contract constituting a part of the
Outstanding Securities will, upon issuance, be duly authorized, validly issued,
fully paid and nonassessable.


                                     56



      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                          AFFILIATED MANAGERS GROUP, INC.

                                          By:  /s/ Darrell W. Crate
                                               -----------------------------
                                          Name:  Darrell W. Crate
                                          Title:      Chief Financial Officer



                                          FIRST UNION NATIONAL BANK,
                                          as Purchase Contract Agent

                                          By:  /s/ David Massa
                                               ----------------------------
                                          Name: David Massa
                                          Title:    Vice President


                                     57



                                                                    EXHIBIT A

                 (Form of Face of Income PRIDES Certificate)

      [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE
NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF
THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

No.                                                   CUSIP No. 008252 50 4
Number of Income PRIDES:

                            Income PRIDES Certificate

      This Income PRIDES Certificate certifies that Cede & Co. is the registered
Holder of the number of Income PRIDES set forth above. Each Income PRIDES
represents (i) either (a) beneficial ownership by the Holder of $25 principal
amount of Senior Notes due 2006 (the "Senior Note") of Affiliated Managers
Group, Inc., a Delaware corporation (the "Company"), subject to the Pledge of
such Senior Note by such Holder pursuant to the Pledge Agreement or (b) upon the
occurrence of a Tax Event Redemption prior to the Purchase Contract Settlement
Date or a Successful Initial Remarketing, the appropriate Applicable Ownership
Interest of the Treasury Portfolio, subject to the Pledge of such Applicable
Ownership Interest of the Treasury Portfolio by such Holder pursuant to the
Pledge Agreement, and (ii) the rights and obligations of the Holder under one
Purchase Contract with the Company. All capitalized terms used herein which are
defined in the Purchase Contract Agreement have the meaning set forth therein.

      Pursuant to the Pledge Agreement, the Senior Notes or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,
constituting part of each Income PRIDES evidenced hereby have been pledged to
the Collateral Agent, for the benefit of the Company, to secure the obligations
of the Holder under the Purchase Contract comprising a portion of such Income
PRIDES.




      The Pledge Agreement provides that all payments of principal on the
pledged Senior Notes or the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as the case may be, or interest payments on any pledged Senior Notes
(as defined in the Pledge Agreement) or the appropriate Applicable Ownership
Interest (as specified in clause (B) of the definition of such term) of the
Treasury Portfolio, as the case may be, constituting part of the Income PRIDES
received by the Collateral Agent shall be paid by the Collateral Agent by wire
transfer in same day funds (i) in the case of (A) interest payments with respect
to pledged Senior Notes or the appropriate Applicable Ownership Interest (as
specified in clause (B) of the definition of such term) of the Treasury
Portfolio, as the case may be, and (B) any payments of principal or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such terms) of the Treasury Portfolio, as the case may be, with
respect to any Senior Notes or the appropriate Applicable Ownership Interest of
the Treasury Portfolio, as the case may be, that have been released from the
Pledge pursuant to the Pledge Agreement, to the Agent to the account designated
by the Agent, no later than 2:00 p.m., New York City time, on the Business Day
such payment is received by the Collateral Agent (provided that in the event
such payment is received by the Collateral Agent on a day that is not a Business
Day or after 12:30 p.m., New York City time, on a Business Day, then such
payment shall be made no later than 10:30 a.m., New York City time, on the next
succeeding Business Day) and (ii) in the case of payments of principal on any
pledged Senior Notes or the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio that has not been released from the Pledge pursuant to the Pledge
Agreement, as the case may be, to the Company on the Purchase Contract
Settlement Date (as defined herein) in accordance with the terms of the Pledge
Agreement, in full satisfaction of the respective obligations of the Holders of
the Income PRIDES of which such pledged Senior Notes or the Treasury Portfolio,
as the case may be, are a part under the Purchase Contracts forming a part of
such Income PRIDES. Interest on any Senior Notes or distributions on the
appropriate Applicable Ownership Interest (as specified in clause (B) of the
definition of such term) of the Treasury Portfolio, as the case may be, forming
part of an Income PRIDES evidenced hereby which are payable quarterly in arrears
on February 17, May 17, November 17 and August 17, each year, commencing
February 17, 2002 (a "Payment Date"), shall, subject to receipt thereof from the
Collateral Agent, be paid to the Person in whose name this Income PRIDES
Certificate (or a Predecessor Income PRIDES Certificate) is registered at the
close of business on the Record Date for such Payment Date.

      Each Purchase Contract evidenced hereby obligates the Holder of this
Income PRIDES Certificate to purchase, and the Company to sell, on November 17,
2004 (the "Purchase Contract Settlement Date"), at a price equal to $25 (the
"Stated Amount"), a number of newly issued shares of Common Stock, $0.01 par
value ("Common Stock"), of the Company equal to the Settlement Rate, unless on
or prior to the Purchase Contract Settlement Date there shall have occurred a
Termination Event or an Early Settlement with respect to the Income PRIDES of
which such Purchase Contract is a part, all as provided in the Purchase Contract
Agreement and more fully described on the reverse hereof. The purchase price
(the "Purchase Price") for the shares of Common Stock purchased pursuant to each
Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the
Purchase Contract Settlement Date by application of (1) cash received from a
Holder or (2) payment received in respect of the Senior Notes or the appropriate
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the


                                     59


Treasury Portfolio, as the case may be, pledged to secure the obligations
under such Purchase Contract of the Holder of the Income PRIDES of which such
Purchase Contract is a part.

      Interest on the Senior Notes or distributions on the appropriate
Applicable Ownership Interest (as specified in clause (B) of the definition of
such term) of the Treasury Portfolio, as the case may be, will be payable at the
Corporate Trust Office of the Agent and at the New York Office or, at the option
of the Company, by check mailed to the address of the Person entitled thereto as
such address appears on the Income PRIDES Register or by wire transfer to the
account designated by a prior written notice from such Person.

      Reference is hereby made to the further provisions set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

      Unless the certificate of authentication hereon has been executed by the
Agent by manual signature, this Income PRIDES Certificate shall not be entitled
to any benefit under the Pledge Agreement or the Purchase Contract Agreement or
be valid or obligatory for any purpose.


                                       60



IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


                                    AFFILIATED MANAGERS GROUP, INC.


                                    By: _________________________________
                                    Name:
                                    Title:


                                    HOLDER SPECIFIED ABOVE (as to obligations
                                    of such Holder under the Purchase Contracts
                                    evidenced hereby)

                                    By: FIRST UNION NATIONAL BANK


                                    By: _________________________________
                                    Name:
                                    Title:

                                    not individually but solely as
                                    attorney-in- fact of such Holder


                      AGENT'S CERTIFICATE OF AUTHENTICATION

      This is one of the Income PRIDES Certificates referred to in the within
mentioned Purchase Contract Agreement.


                                    By: _________________________________
                                             Authorized Signatory

                                    as Purchase Contract Agent

Dated:


                                       61



                (Form of Reverse of Income PRIDES Certificate)

      Each Purchase Contract evidenced hereby is governed by a Purchase Contract
Agreement, dated as of December 21, 2001 (as may be supplemented from time to
time, the "Purchase Contract Agreement"), between the Company and First Union
National Bank, a national banking association, as Purchase Contract Agent
(including its successors thereunder, herein called the "Agent"), to which
Purchase Contract Agreement and supplemental agreements thereto reference is
hereby made for a description of the respective rights, limitations of rights,
obligations, duties and immunities thereunder of the Agent, the Company and the
Holders and of the terms upon which the Income PRIDES Certificates are, and are
to be, executed and delivered. In the case of any inconsistency between this
Certificate and the terms of the Purchase Contract Agreement, the terms of the
Purchase Contract Agreement shall prevail.

      Each Purchase Contract evidenced hereby obligates the Holder of this
Income PRIDES Certificate to purchase, and the Company to sell, on the Purchase
Contract Settlement Date at a price equal to the Purchase Price, a number of
newly issued shares of Common Stock of the Company equal to the Settlement Rate,
unless, on or prior to the Purchase Contract Settlement Date, there shall have
occurred a Termination Event or an Early Settlement with respect to the Security
of which such Purchase Contract is a part. The "Settlement Rate" is equal to (a)
if the Applicable Market Value (as defined below) is equal to or greater than
$84.0650 (the "Threshold Appreciation Price"), 0.2974 shares of Common Stock per
Purchase Contract, (b) if the Applicable Market Value is less than the Threshold
Appreciation Price but is greater than $73.10, the number of shares of Common
Stock per Purchase Contract equal to the Stated Amount divided by the Applicable
Market Value and (c) if the Applicable Market Value is less than or equal to
$73.10, 0.3420 shares of Common Stock per Purchase Contract, in each case
subject to adjustment as provided in the Purchase Contract Agreement. No
fractional shares of Common Stock will be issued upon settlement of Purchase
Contracts, as provided in the Purchase Contract Agreement.

      Each Purchase Contract evidenced hereby which is settled either through
Early Settlement or Cash Settlement shall obligate the Holder of the related
Income PRIDES to purchase at the Purchase Price, and the Company to sell, a
number of newly issued shares of Common Stock equal to the Early Settlement Rate
or the Settlement Rate, as applicable.

      The "Applicable Market Value" means the average of the Closing Price per
share of Common Stock on each of the 20 consecutive Trading Days ending on the
third Trading Day immediately preceding the Purchase Contract Settlement Date
or, for purposes of determining cash payable in lieu of factional shares in
connection with an Early Settlement, the third Trading Day immediately preceding
the relevant Early Settlement Date.

      The "Closing Price" of the Common Stock on any date of determination means
the closing sale price (or, if no closing price is reported, the last reported
sale price) of the Common Stock on The New York Stock Exchange (the "NYSE") on
such date or, if the Common Stock is not listed for trading on the NYSE on any
such date, as reported in composite transactions for the principal United States
securities exchange on which the Common Stock is so listed, or if the Common
Stock is not so listed on a United States national or regional securities
exchange, the last closing sales price on and as reported by the Nasdaq National
Market, or, if the Common


                                       62



Stock is not so reported, the last quoted bid price for the Common Stock in
the over-the-counter market as reported by the National Quotation Bureau or
similar organization, or, if such bid price is not available, the market
value of the Common Stock on such date as determined by a nationally
recognized independent investment banking firm retained for this purpose by
the Company. A "Trading Day" means a day on which the Common Stock (A) is not
suspended from trading on any national or regional securities exchange or
association or over-the-counter market at the close of business and (B) has
traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of the Common Stock.

      In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Income PRIDES Certificate shall pay the Purchase Price for the
shares of Common Stock purchased pursuant to each Purchase Contract evidenced
hereby by effecting a Cash Settlement or an Early Settlement or from the
Proceeds of a remarketing of the related pledged Senior Notes of such holders or
of the appropriate Applicable Ownership Interest of the Treasury Portfolio.
Unless a Tax Event Redemption or a Successful Initial Remarketing has occurred,
a Holder of Income PRIDES who does not elect to make an effective (1) Cash
Settlement on or prior to 5:00 p.m., New York City time, on the fifth Business
Day immediately preceding the Purchase Contract Settlement Date, or (2) Early
Settlement on or prior to 5:00 p.m. New York City time, on the fifth Business
Day immediately preceding the Purchase Contract Settlement Date, shall pay the
Purchase Price for the shares of Common Stock to be issued under the related
Purchase Contract from the Proceeds of the sale of the related pledged Senior
Notes held by the Collateral Agent. Unless a Tax Event Redemption or a
Successful Initial Remarketing has occurred, such sale will be made by the
Remarketing Agent pursuant to the terms of the Remarketing Agreement and any
supplemental remarketing agreement executed in connection therewith between the
parties thereto, on the third Business Day immediately preceding the Purchase
Contract Settlement Date. If a Tax Event Redemption or a Successful Initial
Remarketing has occurred, a Holder of Income PRIDES who does not elect to make
an effective Early Settlement on or prior to 5:00 p.m. New York City time, on
the second Business Day immediately preceding the Purchase Contract Settlement
Date shall pay the Purchase Price with the Proceeds at maturity of the
Applicable Ownership Interest (as defined in clause (A) of the definition of
such term) of the Treasury Portfolio.

      The Company shall not be obligated to issue any shares of Common Stock in
respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment in full of the aggregate Purchase
Price for the shares of Common Stock to be purchased thereunder in the manner
herein set forth.

      Under the terms of the Pledge Agreement, the Agent will be entitled to
exercise the voting and any other consensual rights pertaining to the pledged
Senior Notes. Upon receipt of notice of any meeting at which holders of Senior
Notes are entitled to vote or upon the solicitation of consents, waivers or
proxies of holders of Senior Notes, the Agent shall, as soon as practicable
thereafter, mail to the Income PRIDES holders a notice (a) containing such
information as is contained in the notice or solicitation, (b) stating that each
Income PRIDES holder on the record date set by the Agent therefor (which, to the
extent possible, shall be the same date as the record date for determining the
holders of Senior Notes entitled to vote) shall be entitled to instruct the
Agent as to the exercise of the voting rights pertaining to the Senior Notes


                                       63



constituting a part of such holder's Income PRIDES and (c) stating the manner in
which such instructions may be given. Upon the written request of the Income
PRIDES Holders on such record date, the Agent shall endeavor insofar as
practicable to vote or cause to be voted, in accordance with the instructions
set forth in such requests, the maximum number of Senior Notes as to which any
particular voting instructions are received. In the absence of specific
instructions from the Holder of an Income PRIDES, the Agent shall abstain from
voting the Senior Notes evidenced by such Income PRIDES.

      Upon the occurrence of a Tax Event Redemption prior to the Purchase
Contract Settlement Date, pursuant to the terms of the Pledge Agreement, the
Collateral Agent will apply, out of the aggregate Redemption Price for the
Senior Notes that are components of Income PRIDES, an amount equal to the
aggregate Redemption Amount for the Senior Notes that are components of Income
PRIDES to purchase on behalf of the Holders of Income PRIDES, the Treasury
Portfolio and, after deducting the Remarketing Fee to the extent permitted under
the terms of the Remarketing Agreement, promptly remit the remaining portion of
such Redemption Price to the Agent for payment to the Holders of such Income
PRIDES.

      Upon the occurrence of a Successful Initial Remarketing, pursuant to the
terms of the Remarketing Agreement, the Remarketing Agent will apply an amount
equal to the Treasury Portfolio Purchase Price to purchase on behalf of the
Holders of Income PRIDES, the Treasury Portfolio, and, after deducting the
Remarketing Fee to the extent permitted under the terms of the Remarketing
Agreement, promptly remit the remaining portion of such Proceeds of the
Successful Initial Remarketing to the Agent for payment to the Holders of such
Income PRIDES.

      Following the occurrence of a Tax Event Redemption prior to the Purchase
Contract Settlement Date or following a Successful Initial Remarketing, the
Holders of Income PRIDES and the Collateral Agent shall have such security
interests, rights and obligations with respect to the Treasury Portfolio as the
Holder of Income PRIDES and the Collateral Agent had in respect of the Senior
Notes, as the case may be, subject to the Pledge thereof as provided in Articles
2, 3, 4, 5 and 6 of the Pledge Agreement and any reference herein to the Senior
Notes shall be deemed to be a reference to such Treasury Portfolio and any
reference herein or in the Certificates to interest on the Senior Notes shall be
deemed to be a reference to corresponding distributions on the Treasury
Portfolio.

      The Income PRIDES Certificates are issuable only in registered form and
only in denominations of a single Income PRIDES and any integral multiple
thereof. The transfer of any Income PRIDES Certificate will be registered and
Income PRIDES Certificates may be exchanged as provided in the Purchase Contract
Agreement. The Income PRIDES Registrar may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents permitted by the
Purchase Contract Agreement. No service charge shall be required for any such
registration of transfer or exchange, but the Company and the Agent may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. A Holder who elects to substitute Treasury
Securities for Senior Notes or the appropriate Applicable Ownership Interest of
the Treasury Portfolio, thereby creating Growth PRIDES, shall be responsible for
any fees or expenses payable in connection therewith. Except as provided in the
Purchase Contract Agreement, for so long as the Purchase Contract underlying an
Income PRIDES remains in effect, such Income PRIDES shall not be separable into
its


                                       64



constituent parts, and the rights and obligations of the Holder of such
Income PRIDES in respect of Senior Notes or the appropriate Applicable
Ownership Interest of the Treasury Portfolio, as the case may be, and the
Purchase Contract constituting such Income PRIDES may be transferred and
exchanged only as an Income PRIDES. A Holder of an Income PRIDES may create a
Growth PRIDES by delivering to the Collateral Agent Treasury Securities in an
aggregate principal amount equal to the aggregate principal amount of the
pledged Senior Notes or the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as the case may be, in exchange for the release of such pledged
Senior Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, in accordance with the terms of the Purchase
Contract Agreement and the Pledge Agreement. From and after such Collateral
Substitution, the Security for which such pledged Treasury Securities secures
the Holder's obligation under the Purchase Contract shall be referred to as a
"Growth PRIDES." A Holder may make such Collateral Substitution only in
integral multiples of 40 Income PRIDES for 40 Growth PRIDES; provided,
however, that if a Tax Event Redemption or a Successful Initial Remarketing
has occurred and the Treasury Portfolio has become a component of the Income
PRIDES, a Holder may make such Collateral Substitutions only in integral
multiples of 8,000 Income PRIDES for 8,000 Growth PRIDES. Such Collateral
Substitution may cause the equivalent aggregate Stated Amount of this
Certificate to be increased or decreased; provided, however, the equivalent
aggregate Stated Amount outstanding under this Income PRIDES Certificate
shall not exceed $200,000,000. All such adjustments to the equivalent
aggregate Stated Amount of this Income PRIDES Certificate shall be duly
recorded by placing an appropriate notation on the Schedule attached hereto.

      A Holder of Growth PRIDES may recreate Income PRIDES by delivering to the
Collateral Agent Senior Notes or the appropriate Applicable Ownership Interest
of the Treasury Portfolio, with an aggregate principal amount, in the case of
such Senior Notes, or with the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio, in the case of such appropriate Applicable Ownership Interest of the
Treasury Portfolio, equal to the aggregate principal amount of the pledged
Treasury Securities in exchange for the release of such pledged Treasury
Securities in accordance with the terms of the Purchase Contract Agreement and
the Pledge Agreement. Any such recreation of an Income PRIDES may be effected
only in multiples of 40 Growth PRIDES for 40 Income PRIDES; provided, however,
that if a Tax Event Redemption or a Successful Initial Remarketing has occurred
and the Treasury Portfolio has become a component of the Income PRIDES, a Holder
may make such substitution only in integral multiples of 8,000 Growth PRIDES for
8,000 Income PRIDES.

      The Purchase Contracts and all obligations and rights of the Company and
the Holders thereunder shall immediately and automatically terminate, without
the necessity of any notice or action by any Holder, the Agent or the Company,
if, on or prior to the Purchase Contract Settlement Date, a Termination Event
shall have occurred. Upon the occurrence of a Termination Event, the Company
shall promptly but in no event later than two Business Days thereafter give
written notice to the Agent, the Collateral Agent and to the Holders, at their
addresses as they appear in the Income PRIDES Register. Upon and after the
occurrence of a Termination Event, the Collateral Agent shall release the Senior
Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, from the Pledge in accordance with the provisions
of the Pledge Agreement.


                                       65



      Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holders thereof, Purchase Contracts
underlying Securities having an aggregate Stated Amount equal to $1,000 or an
integral multiple thereof may be settled early ("Early Settlement") as provided
in the Purchase Contract Agreement; provided, however, that if a Tax Event
Redemption or a Successful Initial Remarketing has occurred and the Treasury
Portfolio has become a component of the Income PRIDES, Holders may early settle
Income PRIDES only in integral multiples of 8,000 Income PRIDES. In order to
exercise the right to effect Early Settlement with respect to any Purchase
Contracts evidenced by this Income PRIDES Certificate, the Holder of this Income
PRIDES Certificate shall deliver this Income PRIDES Certificate to the Agent at
the Corporate Trust Office or the New York Office duly endorsed for transfer to
the Company or in blank with the form of Election to Settle Early set forth
below duly completed and accompanied by payment in lawful money of the United
States by certified or cashiers check or wire transfer, in each case in
immediately available funds payable to the Company in an amount (the "Early
Settlement Amount") equal to (i) the product of (A) the Stated Amount times (B)
the number of Purchase Contracts with respect to which the Holder has elected to
effect Early Settlement plus (ii) if such delivery is made with respect to any
Purchase Contracts during the period from the close of business on any Record
Date next preceding any Payment Date to the opening of business on such Payment
Date, interest, if any, payable on such Payment Date with respect to such
Purchase Contracts. Upon Early Settlement of Purchase Contracts by a Holder of
the related Securities, the pledged Senior Notes or the appropriate Applicable
Ownership Interest of the Treasury Portfolio underlying such Securities shall be
released from the Pledge as provided in the Pledge Agreement and the Holder
shall be entitled to receive a number of shares of Common Stock on account of
each Purchase Contract forming part of an Income PRIDES as to which Early
Settlement is effected equal to the Early Settlement Rate. The Early Settlement
Rate shall initially be equal to 0.2974 shares of Common Stock and shall be
adjusted in the same manner and at the same time as the Settlement Rate is
adjusted as provided in the Purchase Contract Agreement.

      Upon registration of transfer of this Income PRIDES Certificate in
accordance with the Purchase Contract Agreement, the transferee shall be bound
(without the necessity of any other action on the part of such transferee,
except as may be required by the Agent pursuant to the Purchase Contract
Agreement) under the terms of the Purchase Contract Agreement, the Pledge
Agreement and the Purchase Contracts evidenced hereby and the transferor shall
be released from the obligations under the Purchase Contract Agreement, the
Pledge Agreement and the Purchase Contracts evidenced by this Income PRIDES
Certificate. The Company covenants and agrees, and the Holder, by its acceptance
hereof, likewise covenants and agrees, to be bound by the provisions of this
paragraph.

      The Holder of this Income PRIDES Certificate, by its acceptance hereof,
authorizes the Agent to enter into and perform the related Purchase Contracts
forming part of the Income PRIDES evidenced hereby on his behalf as his
attorney-in-fact, expressly withholds any consent to the assumption (i.e.,
affirmance) of the Purchase Contracts by the Company or its trustee in the event
that the Company becomes the subject of a case under the Bankruptcy Code, agrees
to be bound by the terms and provisions thereof, covenants and agrees to perform
its obligations under such Purchase Contracts, consents to the provisions of the
Purchase Contract Agreement, authorizes the Agent to enter into and perform the
Pledge Agreement on its behalf as its attorney-in-fact, and consents to the
Pledge of the Senior Notes or the appropriate Applicable Ownership


                                       66



Interest of the Treasury Portfolio, as the case may be, underlying this
Income PRIDES Certificate pursuant to the Pledge Agreement and to all other
provisions of the Pledge Agreement. The Holder further covenants and agrees,
that, to the extent and in the manner provided in the Purchase Contract
Agreement and the Pledge Agreement, but subject to the terms thereof,
Proceeds of the pledged Senior Notes or the appropriate Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio on the Purchase Contract Settlement Date shall be paid by
the Collateral Agent to the Company in satisfaction of such Holder's
obligations under such Purchase Contract and such Holder shall acquire no
right, title or interest in such Proceeds.

      Subject to certain exceptions, the provisions of the Purchase Contract
Agreement may be amended with the consent of the Holders of a majority of the
Purchase Contracts then outstanding.

      The Purchase Contracts shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to principles of conflicts of laws.

      The Company, the Agent and its Affiliates and any agent of the Company or
the Agent may treat the Person in whose name this Income PRIDES Certificate is
registered as the owner of the Income PRIDES evidenced hereby for the purpose of
receiving payments of interest payable quarterly on the Senior Notes or on the
maturing quarterly interest strips of the Treasury Portfolio, as applicable,
whether or not any payments in respect thereof be overdue and notwithstanding
any notice to the contrary, and neither the Company, the Agent nor any such
agent shall be affected by notice to the contrary.

      The Purchase Contracts shall not, prior to the settlement thereof, entitle
the Holder to any of the rights of a holder of shares of Common Stock.

      A copy of the Purchase Contract Agreement is available for inspection at
the offices of the Agent.


                                       67



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM  -                                as tenants in common

UNIF GIFT MIN ACT -                                   Custodian
                                          ------------------------------
                                          (cust)                 (minor)

                                          Under Uniform Gifts to Minors Act


                                          ------------------------------
                                                      (State)

TEN ENT -                                 as tenants by the entireties

JT TEN -                                  as joint tenants with right of
                                          survivorship and not as
                                          tenants in common

Additional abbreviations may also be used though not in the above list.
                         ---------------------------

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------

(Please insert Social Security or Taxpayer I.D. or other Identifying Number
of Assignee)

- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
(Please Print or Type Name and Address Including Postal Zip Code of Assignee)
the within Income PRIDES Certificates and all rights thereunder, hereby
irrevocably constituting and appointing


- ------------------------------------------------------------------------------
attorney to transfer said Income PRIDES Certificates on the books of
Affiliated Managers Group, Inc. with full power of substitution in the
premises.

Dated:
      ------------------------------            ------------------------------
                                                Signature

                                                NOTICE: The signature to this
                                                assignment must correspond with
                                                the name as it appears upon the
                                                face of


                                       68



                                                the within Income PRIDES
                                                Certificates in every
                                                particular, without alteration
                                                or enlargement or any change
                                                whatsoever.

Signature Guarantee:
                     ---------------------------


                                       69





                             SETTLEMENT INSTRUCTIONS

The undersigned Holder directs that a certificate for Common Stock deliverable
upon settlement on or after the Purchase Contract Settlement Date of the
Purchase Contracts underlying the number of Income PRIDES evidenced by this
Income PRIDES Certificate be registered in the name of, and delivered, together
with a check in payment for any fractional share, to the undersigned at the
address indicated below unless a different name and address have been indicated
below. If shares are to be registered in the name of a Person other than the
undersigned, the undersigned will pay any transfer tax payable incident thereto.

Dated:_________________
                                          ------------------------------------
                                          Signature
                                          Signature Guarantee:
                                                               ---------------
                                          (if assigned to another person)

If shares are to be registered
in the name of and delivered to     REGISTERED HOLDER
a Person other than the Holder,
please (i) print such Person's
name and address and (ii) provide
a guarantee of your signature:

                                    Please print name and address of Registered
                                    Holder:

- ----------------------------        ------------------------------------
Name                                      Name

- ----------------------------        ------------------------------------
Address                                   Address

- ----------------------------        ------------------------------------

- ----------------------------        ------------------------------------

- ----------------------------        ------------------------------------

Social Security or other
Taxpayer Identification
Number, if any                      ------------------------------------


                                       70





                            ELECTION TO SETTLE EARLY

      The undersigned Holder of this Income PRIDES Certificate hereby
irrevocably exercises the option to effect Early Settlement in accordance with
the terms of the Purchase Contract Agreement with respect to the Purchase
Contracts underlying the number of Income PRIDES evidenced by this Income PRIDES
Certificate specified below. The option to effect Early Settlement may be
exercised only with respect to Purchase Contracts underlying Income PRIDES with
an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The
undersigned Holder directs that a certificate for Common Stock deliverable upon
such Early Settlement be registered in the name of, and delivered, together with
a check in payment for any fractional share and any Income PRIDES Certificate
representing any Income PRIDES evidenced hereby as to which Early Settlement of
the related Purchase Contracts is not effected, to the undersigned at the
address indicated below unless a different name and address have been indicated
below. Pledged Senior Notes deliverable upon such Early Settlement will be
transferred in accordance with the transfer instructions set forth below. If
shares are to be registered in the name of a Person other than the undersigned,
the undersigned will pay any transfer tax payable incident thereto.

Dated:__________________                        _____________________________
                                                      Signature

Signature Guarantee:_______________________________



                                       71





      Number of Securities evidenced hereby as to which Early Settlement of the
related Purchase Contracts is being elected:

If Common Stock or Income PRIDES    REGISTERED HOLDER
Certificates are to be registered
in the name of and delivered to
and Pledged Senior Notes are to
be transferred to a Person other
than the Holder, please print
such Person's name and address:

                                    Please print name and address of Registered
                                    Holder:

- ----------------------------        ------------------------------------
Name                                      Name

- ----------------------------        ------------------------------------
Address                                   Address

- ----------------------------        ------------------------------------

- ----------------------------        ------------------------------------

- ----------------------------        ------------------------------------



Social Security or other
Taxpayer Identification
Number, if any                      ____________________________________

Transfer Instructions for Pledged Senior Notes Transferable Upon Early
Settlement or a Termination Event:

- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------


                                       72





                      TO BE ATTACHED TO GLOBAL CERTIFICATES

                              OUTSTANDING BALANCES

The following increases or decreases in this Global Certificate have been made:




                                                     Equivalent
                     Amount of       Amount of        Principal
                    decrease in     increase in    Amount of this   Signature of
                    equivalent       equivalent        Global        authorized
                     Principal       Principal       Certificate    signatory of
                   Amount of the   Amount of the   following such  Transfer Agent
                      Global           Global        decrease or    or Securities
      Date          Certificate     Certificate       increase        Custodian
- ---------------  ----------------  --------------  --------------  -----------------
                                                       




                                       73





                                                                       EXHIBIT B

                 (Form of Face of Growth PRIDES Certificate)

      [THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED IN THE
NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF
THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH CLEARING AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

No.                                                   CUSIP No. 008252 60 3
Number of Growth PRIDES

                            Growth PRIDES Certificate

      This Growth PRIDES Certificate certifies that Cede & Co. is the registered
Holder of the number of Growth PRIDES set forth above. Each Growth PRIDES
represents (i) a 1/40th, or 2.5%, undivided beneficial ownership interest in a
Treasury Security having a principal amount at maturity equal to $1,000, subject
to the Pledge of such Treasury Security by such Holder pursuant to the Pledge
Agreement, and (ii) the rights and obligations of the Holder under one Purchase
Contract with Affiliated Managers Group, Inc., a Delaware corporation (the
"Company"). All capitalized terms used herein which are defined in the Purchase
Contract Agreement have the meaning set forth therein.

      Pursuant to the Pledge Agreement, the Treasury Securities constituting
part of each Growth PRIDES evidenced hereby have been pledged to the Collateral
Agent, for the benefit of the Company, to secure the obligations of the Holder
under the Purchase Contract comprising a portion of such Growth PRIDES.

      The Pledge Agreement provides that all payments of the principal of any
Treasury Securities received by the Collateral Agent shall be paid by the
Collateral Agent by wire transfer in same day funds (i) in the case of any
principal payments with respect to any Treasury Securities that have been
released from the Pledge pursuant to the Pledge Agreement, to the Holders of the
applicable Growth PRIDES to the accounts designated by them in writing for

                                       74



such purpose no later than 2:00 p.m., New York City time, on the Business Day
such payment is received by the Collateral Agent (provided that in the event
such payment is received by the Collateral Agent on a day that is not a
Business Day or after 12:30 p.m., New York City time, on a Business Day, then
such payment shall be made no later than 10:30 a.m., New York City time, on
the next succeeding Business Day), and (ii) in the case of the principal of
any pledged Treasury Securities, to the Company on the Purchase Contract
Settlement Date (as defined herein) in accordance with the terms of the
Pledge Agreement, in full satisfaction of the respective obligations of the
Holders of the Growth PRIDES of which such pledged Treasury Securities are a
part under the Purchase Contracts forming a part of such Growth PRIDES.

      Each Purchase Contract evidenced hereby obligates the Holder of this
Growth PRIDES Certificate to purchase, and the Company to sell, on November 17,
2004 (the "Purchase Contract Settlement Date"), at a price equal to $25 (the
"Stated Amount"), a number of newly issued shares of Common Stock, par value
$0.1 ("Common Stock"), of the Company equal to the Settlement Rate, unless on or
prior to the Purchase Contract Settlement Date there shall have occurred a
Termination Event or an Early Settlement with respect to the Growth PRIDES of
which such Purchase Contract is a part, all as provided in the Purchase Contract
Agreement and more fully described on the reverse hereof. The purchase price
(the "Purchase Price") for the shares of Common Stock purchased pursuant to each
Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the
Purchase Contract Settlement Date by application of the Proceeds from the
Treasury Securities pledged to secure the obligations under such Purchase
Contract in accordance with the terms of the Pledge Agreement.

      Reference is hereby made to the further provisions set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

      Unless the certificate of authentication hereon has been executed by the
Agent by manual signature, this Growth PRIDES Certificate shall not be entitled
to any benefit under the Pledge Agreement or the Purchase Contract Agreement or
be valid or obligatory for any purpose.




                                       75





      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.



                                    AFFILIATED MANAGERS GROUP, INC.



                                    By: _________________________________
                                    Name:
                                    Title:



                                    HOLDER SPECIFIED ABOVE (as to obligations
                                    of such Holder under the Purchase Contracts
                                    evidenced hereby)

                                    By: FIRST UNION NATIONAL BANK



                                    By: _________________________________
                                    Name:
                                    Title:

                                    not individually but solely as
                                    attorney-in- fact of such Holder



                      AGENT'S CERTIFICATE OF AUTHENTICATION

      This is one of the Income PRIDES Certificates referred to in the within
mentioned Purchase Contract Agreement.



                                    By: _________________________________
                                              Authorized Signatory

                                    as Purchase Contract Agent

Dated:







                                       76





                (Form of Reverse of Growth PRIDES Certificate)

      Each Purchase Contract evidenced hereby is governed by a Purchase Contract
Agreement, dated as of December 21, 2001 (as may be supplemented from time to
time, the "Purchase Contract Agreement"), between the Company and First Union
National Bank, a national banking association, as Purchase Contract Agent
(including its successors thereunder, herein called the "Agent"), to which the
Purchase Contract Agreement and supplemental agreements thereto reference is
hereby made for a description of the respective rights, limitations of rights,
obligations, duties and immunities thereunder of the Agent, the Company and the
Holders and of the terms upon which the Growth PRIDES Certificates are, and are
to be, executed and delivered. In the case of any inconsistency between this
Certificate and the terms of the Purchase Contract Agreement, the terms of the
Purchase Contract Agreement shall prevail.

      Each Purchase Contract evidenced hereby obligates the Holder of this
Growth PRIDES Certificate to purchase, and the Company to sell, on the Purchase
Contract Settlement Date at the Purchase Price, a number of newly issued shares
of Common Stock of the Company equal to the Settlement Rate, unless, on or prior
to the Purchase Contract Settlement Date, there shall have occurred a
Termination Event or an Early Settlement with respect to the Security of which
such Purchase Contract is a part. The "Settlement Rate" is equal to (a) if the
Applicable Market Value (as defined below) is equal to or greater than $84.0650
(the "Threshold Appreciation Price"), 0.2974 shares of Common Stock per Purchase
Contract, (b) if the Applicable Market Value is less than the Threshold
Appreciation Price but is greater than $73.10, the number of shares of Common
Stock per Purchase Contract equal to the Stated Amount divided by the Applicable
Market Value and (c) if the Applicable Market Value is less than or equal to
$73.10, 0.3420 shares of Common Stock per Purchase Contract, in each case
subject to adjustment as provided in the Purchase Contract Agreement. No
fractional shares of Common Stock will be issued upon settlement of Purchase
Contracts, as provided in the Purchase Contract Agreement.

      Each Purchase Contract evidenced hereby which is settled through Early
Settlement shall obligate the Holder of the related Growth PRIDES to purchase at
the Purchase Price, and the Company to sell, a number of newly issued shares of
Common Stock equal to the Early Settlement Rate.

      The "Applicable Market Value" means the average of the Closing Price per
share of Common Stock on each of the 20 consecutive Trading Days ending on the
third Trading Day immediately preceding the Purchase Contract Settlement Date
or, for purposes of determining cash payable in lieu of fractional shares in
connection with an Early Settlement, the third Trading Day immediately preceding
the relevant Early Settlement Date.

      The "Closing Price" of the Common Stock on any date of determination means
the closing sale price (or, if no closing sale price is reported, the last
reported sale price) of the Common Stock on The New York Stock Exchange (the
"NYSE") on such date or, if the Common Stock is not listed for trading on the
NYSE on any such date, as reported in composite transactions for the principal
United States securities exchange on which the Common Stock is so listed, or if
the Common Stock is not so listed on a United States national or regional
securities exchange, the last closing sales price on and as reported as reported
by the Nasdaq National Market or, if the Common Stock is not so reported, the
last quoted bid price for the

                                       77



Common Stock in the over-the-counter market as reported by the National
Quotation Bureau or similar organization, or, if such bid price is not
available, the market value of the Common Stock on such date as determined by
a nationally recognized independent investment banking firm retained for this
purpose by the Company. A "Trading Day" means a day on which the Common Stock
(A) is not suspended from trading on any national or regional securities
exchange or association or over-the-counter market at the close of business
and (B) has traded at least once on the national or regional securities
exchange or association or over-the-counter market that is the primary market
for the trading of the Common Stock.

      In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Growth PRIDES Certificate shall pay the Purchase Price for the
shares of Common Stock purchased pursuant to each Purchase Contract evidenced
hereby by effecting either an Early Settlement of each such Purchase Contract or
by applying a principal amount of the pledged Treasury Securities underlying
such Holder's Growth PRIDES equal to the Stated Amount to the purchase of the
Common Stock. A Holder of Growth PRIDES who does not elect, on or prior to 5:00
p.m., New York City time, on the second Business Day immediately preceding the
Purchase Contract Settlement Date, to make an Early Settlement, shall pay the
Purchase Price for the shares of Common Stock to be issued on the related
Purchase Contract by applying a principal amount of the pledged Treasury
Securities as aforesaid.

      The Company shall not be obligated to issue any shares of Common Stock in
respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment in full of the aggregate Purchase
Price for the shares of Common Stock to be purchased thereunder in the manner
herein set forth.

      The Growth PRIDES Certificates are issuable only in registered form and
only in denominations of a single Growth PRIDES and any integral multiple
thereof. The transfer of any Growth PRIDES Certificate will be registered and
Growth PRIDES Certificates may be exchanged as provided in the Purchase Contract
Agreement. The Growth PRIDES Registrar may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents permitted by the
Purchase Contract Agreement. No service charge shall be required for any such
registration of transfer or exchange, but the Company and the Agent may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. A Holder who elects to substitute Senior Notes
or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as
the case may be, for Treasury Securities, thereby recreating Income PRIDES,
shall be responsible for any fees or expenses payable in connection therewith.
Except as provided in the Purchase Contract Agreement, for so long as the
Purchase Contract underlying a Growth PRIDES remains in effect, such Growth
PRIDES shall not be separable into its constituent parts, and the rights and
obligations of the Holder of such Growth PRIDES in respect of the Treasury
Security and the Purchase Contract constituting such Growth PRIDES may be
transferred and exchanged only as a Growth PRIDES. A Holder of Growth PRIDES may
recreate Income PRIDES by delivering to the Collateral Agent Senior Notes or the
appropriate Applicable Ownership Interest of the Treasury Portfolio, with an
aggregate principal amount, in the case of such Senior Notes, or with the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, in the case of such
appropriate Applicable Ownership Interest of the Treasury Portfolio, equal to
the aggregate principal amount of the pledged Treasury Securities in exchange
for the release of such pledged


                                       78



Treasury Securities in accordance with the terms of the Purchase Contract
Agreement and the Pledge Agreement. From and after such substitution, the
Security for which such pledged Senior Notes or appropriate Applicable
Ownership Interest of the Treasury Portfolio, as the case may be, secures the
Holder's obligation under the Purchase Contract shall be referred to as an
"Income PRIDES." A Holder may make such a substitution only in integral
multiples of 40 Growth PRIDES for 40 Income PRIDES; provided, however, that
if a Tax Event Redemption or a Successful Initial Remarketing has occurred
and the Treasury Portfolio has become a component of the Income PRIDES, a
Holder may make such substitution only in integral multiples of 8,000 Growth
PRIDES for 8,000 Income PRIDES. Such substitution may cause the equivalent
aggregate Stated Amount of this Certificate to be increased or decreased;
provided, however, the equivalent aggregate Stated Amount outstanding under
this Growth PRIDES Certificate shall not exceed $200,000,000. All such
adjustments to the equivalent aggregate Stated Amount of this Growth PRIDES
Certificate shall be duly recorded by placing an appropriate notation on the
Schedule attached hereto.

      A Holder of an Income PRIDES may create a Growth PRIDES by delivering to
the Collateral Agent Treasury Securities in an aggregate principal amount of the
pledged Senior Notes or the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as the case may be, in exchange for the release of such pledged
Senior Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, in accordance with the terms of the Purchase
Contract Agreement and the Pledge Agreement. Any such creation of a Growth
PRIDES may be effected only in multiples of 40 Income PRIDES for 40 Growth
PRIDES; provided, however, if a Tax Event Redemption or a Successful Initial
Remarketing has occurred and the Treasury Portfolio has become a component of
the Income PRIDES, a Holder may make such Collateral Substitution only in
integral multiples of 8,000 Income PRIDES for 8,000 Growth PRIDES.

      The Purchase Contracts and all obligations and rights of the Company and
the Holders thereunder shall immediately and automatically terminate, without
the necessity of any notice or action by any Holder, the Agent or the Company,
if, on or prior to the Purchase Contract Settlement Date, a Termination Event
shall have occurred. Upon the occurrence of a Termination Event, the Company
shall promptly but in no event later than two Business Days thereafter give
written notice to the Agent, the Collateral Agent and to the Holders, at their
addresses as they appear in the Growth PRIDES Register. Upon and after the
occurrence of a Termination Event, the Collateral Agent shall release the
Treasury Securities from the Pledge in accordance with the provisions of the
Pledge Agreement.

      Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holders thereof, Purchase Contracts
underlying Securities having an aggregate Stated Amount equal to $1,000 or an
integral multiple thereof may be settled early ("Early Settlement") as provided
in the Purchase Contract Agreement. In order to exercise the right to effect
Early Settlement with respect to any Purchase Contracts evidenced by this Growth
PRIDES Certificate, the Holder of this Growth PRIDES Certificate shall deliver
this Growth PRIDES Certificate to the Agent at the Corporate Trust Office or the
New York Office duly endorsed for transfer to the Company or in blank with the
form of Election to Settle Early set forth below duly completed and accompanied
by payment in lawful money of the United States by certified or cashiers check
or wire transfer, in each case in immediately available funds


                                     79



payable to the Company in an amount (the "Early Settlement Amount") equal to
(i) the product of (A) the Stated Amount times (B) the number of Purchase
Contracts with respect to which the Holder has elected to effect Early
Settlement plus (ii) if such delivery is made with respect to any Purchase
Contracts during the period from the close of business on any Record Date
next preceding any Payment Date to the opening of business on such Payment
Date, interest, if any, payable on such Payment Date with respect to such
Purchase Contracts. Upon Early Settlement of Purchase Contracts by a Holder
of the related Securities, the pledged Treasury Securities underlying such
Securities shall be released from the Pledge as provided in the Pledge
Agreement and the Holder shall be entitled to receive a number of shares of
Common Stock on account of each Purchase Contract forming part of a Growth
PRIDES as to which Early Settlement is effected equal to the Early Settlement
Rate. The Early Settlement Rate shall initially be equal to 0.2974 shares of
Common Stock and shall be adjusted in the same manner and at the same time as
the Settlement Rate is adjusted as provided in the Purchase Contract
Agreement.

      Upon registration of transfer of this Growth PRIDES Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee, except as may be required by the Agent pursuant to the
Purchase Contract Agreement) under the terms of the Purchase Contract Agreement,
the Pledge Agreement and the Purchase Contracts evidenced hereby and the
transferor shall be released from the obligations under the Purchase Contract
Agreement, the Pledge Agreement and the Purchase Contracts evidenced by this
Growth PRIDES Certificate. The Company covenants and agrees, and the Holder, by
his acceptance hereof, likewise covenants and agrees, to be bound by the
provisions of this paragraph.

      The Holder of this Growth PRIDES Certificate, by its acceptance hereof,
authorizes the Agent to enter into and perform the related Purchase Contracts
forming part of the Growth PRIDES evidenced hereby on his behalf as its
attorney-in-fact, expressly withholds any consent to the assumption (i.e.,
affirmance) of the Purchase Contracts by the Company or its trustee in the event
that the Company becomes the subject of a case under the Bankruptcy Code, agrees
to be bound by the terms and provisions thereof, covenants and agrees to perform
its obligations under such Purchase Contracts, consents to the provisions of the
Purchase Contract Agreement, authorizes the Agent to enter into and perform the
Pledge Agreement on its behalf as its attorney-in-fact, and consents to the
Pledge of the Treasury Securities underlying this Growth PRIDES Certificate
pursuant to the Pledge Agreement and to all other provisions of the Pledge
Agreement. The Holder further covenants and agrees, that, to the extent and in
the manner provided in the Purchase Contract Agreement and the Pledge Agreement,
but subject to the terms thereof, Proceeds of the pledged Treasury Securities on
the Purchase Contract Settlement Date shall be paid by the Collateral Agent to
the Company in satisfaction of such Holder's obligations under such Purchase
Contract and such Holder shall acquire no right, title or interest in such
Proceeds.

      Subject to certain exceptions, the provisions of the Purchase Contract
Agreement may be amended with the consent of the Holders of a majority of the
Purchase Contracts then outstanding.


                                     80



      The Purchase Contracts shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to principles of conflicts of laws.

      The Company, the Agent and its Affiliates and any agent of the Company or
the Agent may treat the Person in whose name this Growth PRIDES Certificate is
registered as the owner of the Growth PRIDES evidenced hereby for the purpose of
receiving payments on the Treasury Securities, performance of the Purchase
Contracts and for all other purposes whatsoever, whether or not any payments in
respect thereof be overdue and notwithstanding any notice to the contrary, and
neither the Company, the Agent nor any such agent shall be affected by notice to
the contrary.

      The Purchase Contracts shall not, prior to the settlement thereof, entitle
the Holder to any of the rights of a holder of shares of Common Stock. A copy of
the Purchase Contract Agreement is available for inspection at the offices of
the Agent.


                                     81



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM  -                          as tenants in common

UNIF GIFT MIN ACT -                             Custodian
                                    ------------------------------------
                                     (cust)                      (minor)

                                    Under Uniform Gifts to Minors Act

                                    ------------------------------------
                                                      (State)

TEN ENT -                           as tenants by the entireties

JT TEN -                            as joint tenants with right of
                                    survivorship and not as tenants
                                    in common

Additional abbreviations may also be used though not in the above list.

                        ------------------------------

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
- -------------------------------------------------------------------------------


- -------------------------------------------------------------------------------
(Please insert Social Security or Taxpayer I.D. or other Identifying Number
of Assignee)


- -------------------------------------------------------------------------------


- -------------------------------------------------------------------------------
(Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Growth PRIDES Certificates and all rights thereunder, hereby
irrevocably constituting and appointing

- -------------------------------------------------------------------------------
attorney to transfer said Growth PRIDES Certificates on the books of
Affiliated Managers Group, Inc. with full power of substitution in the
premises.

Dated:
        -----------------------           -----------------------------------
                                          Signature

                                          NOTICE: The signature to this
                                          assignment must correspond with the
                                          name as it appears upon the face of
                                          the within Growth PRIDES Certificates
                                          in every particular, without


                                     82



                                          alteration or enlargement or any
                                          change whatsoever.


Signature Guarantee:
                    ------------------


                                     83



                             SETTLEMENT INSTRUCTIONS

      The undersigned Holder directs that a certificate for Common Stock
deliverable upon settlement on or after the Purchase Contract Settlement Date
of the Purchase Contracts underlying the number of Growth PRIDES evidenced by
this Growth PRIDES Certificate be registered in the name of, and delivered,
together with a check in payment for any fractional share, to the undersigned
at the address indicated below unless a different name and address have been
indicated below. If shares are to be registered in the name of a Person other
than the undersigned, the undersigned will pay any transfer tax payable
incident thereto.

Dated:
       ---------------------              ------------------------------------
                                          Signature
                                          Signature Guarantee:

If shares are to be registered in
the name of and delivered                 REGISTERED HOLDER
to a Person other than the Holder,
please print such Person's name
and address:

                                          Please print name
                                          and address of
                                          Registered Holder:

- ----------------------------------        ----------------------------------
            Name                                         Name

- ----------------------------------        ----------------------------------
            Address                                    Address

- ----------------------------------        ----------------------------------

- ----------------------------------        ----------------------------------

- ----------------------------------        ----------------------------------



Social Security or other
Taxpayer Identification
Number, if any
                                          ----------------------------------


                                      84




                            ELECTION TO SETTLE EARLY

      The undersigned Holder of this Growth PRIDES Certificate hereby
irrevocably exercises the option to effect Early Settlement in accordance
with the terms of the Purchase Contract Agreement with respect to the
Purchase Contracts underlying the number of Growth PRIDES evidenced by this
Growth PRIDES Certificate specified below. The option to effect Early
Settlement may be exercised only with respect to Purchase Contracts
underlying Growth PRIDES with an aggregate Stated Amount equal to $1,000 or
an integral multiple thereof. The undersigned Holder directs that a
certificate for Common Stock deliverable upon such Early Settlement be
registered in the name of, and delivered, together with a check in payment
for any fractional share and any Growth PRIDES Certificate representing any
Growth PRIDES evidenced hereby as to which Early Settlement of the related
Purchase Contracts is not effected, to the undersigned at the address
indicated below unless a different name and address have been indicated
below. Pledged Treasury Securities deliverable upon such Early Settlement
will be transferred in accordance with the transfer instructions set forth
below. If shares are to be registered in the name of a Person other than the
undersigned, the undersigned will pay any transfer tax payable incident
thereto.

Dated:
       ----------------------             ---------------------------------
                                          Signature

Signature Guarantee:
                     --------------------------


                                      85




Number of Securities evidenced hereby as to which Early Settlement of the
related Purchase Contracts is being elected:

If Common Stock or Growth                 REGISTERED HOLDER PRIDES
Certificates are to be registered in
the name of and delivered to and
Pledged Treasury Securities are
to be transferred to a Person other
than the Holder, please print such
Person's name and address:

                                         Please print name
                                         and address of
                                         Registered Holder:


- ----------------------------------        ----------------------------------
            Name                                       Name

- ----------------------------------        ----------------------------------
            Address                                  Address

- ----------------------------------        ----------------------------------

- ----------------------------------        ----------------------------------

- ----------------------------------        ----------------------------------



Social Security or other
Taxpayer Identification
Number, if any
                                          ----------------------------------

Transfer Instructions for Pledged Treasury Securities Transferable Upon Early
Settlement or a Termination Event:

- ------------------------------

- ------------------------------

- ------------------------------


                                      86




                      TO BE ATTACHED TO GLOBAL CERTIFICATES

                              OUTSTANDING BALANCES

The following increases or decreases in this Global Certificate have been made:



                                                     EQUIVALENT
                     AMOUNT OF       AMOUNT OF        PRINCIPAL
                    DECREASE IN     INCREASE IN    AMOUNT OF THIS   SIGNATURE OF
                    EQUIVALENT       EQUIVALENT        GLOBAL        AUTHORIZED
                     PRINCIPAL       PRINCIPAL       CERTIFICATE    SIGNATORY OF
                   AMOUNT OF THE   AMOUNT OF THE   FOLLOWING SUCH  TRANSFER AGENT
                      GLOBAL           GLOBAL        DECREASE OR    OR SECURITIES
      DATE          CERTIFICATE     CERTIFICATE       INCREASE        CUSTODIAN
- ----------------   -------------   -------------   --------------  --------------
                                                       






                                      87


                                    EXHIBIT C

                   INSTRUCTION FROM PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT

[Collateral Agent Address]

Re: Feline PRIDES of Affiliated Managers Group, Inc. (the "Company")

      We hereby notify you in accordance with Section [4.1] [4.2] of the
Pledge Agreement, dated as of December 21, 2001, (the "Pledge Agreement")
among the Company, yourselves, as Collateral Agent, Custodial Agent and
Securities Intermediary and ourselves, as Purchase Contract Agent and as
attorney-in-fact for the holders of [Income PRIDES] [Growth PRIDES] from time
to time, that the holder of the Securities listed below (the "Holder") has
elected to substitute [$_____ aggregate principal amount of Treasury
Securities] [$_______ aggregate principal amount of Senior Notes or the
appropriate Applicable Ownership Interest of the Treasury Portfolio, as the
case may be,] in exchange for an equal Value of [Pledged Notes or the
appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case
may be,] [Pledged Treasury Securities]held by you in accordance with the Pledge
Agreement and has delivered to us a notice stating that the Holder has
Transferred [Treasury Securities] [Senior Notes or the appropriate Applicable
Ownership Interest of the Treasury Portfolio, as the case may be,] to you, as
Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury
Securities] [Pledged Notes or the appropriate Applicable Ownership Interest of
the Treasury Portfolio, as the case may be,], and upon the payment by such
Holder of any applicable fees, to release the [Senior Notes or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,]
 [Treasury Securities] related to such [Income PRIDES] [Growth PRIDES] to us
in accordance with the Holder's instructions. Capitalized terms used herein
but not defined shall have the meaning set forth in the Pledge Agreement.

Date:
      -----------------             ------------------------------------

                                    By:
                                        --------------------------------
                                    Name:
                                    Title:

                                    Signature Guarantee:
                                                         ---------------

Please print name and address of Registered Holder electing to substitute
[Treasury Securities] [Senior Notes or the appropriate Applicable Ownership
Interest of the Treasury Portfolio, as the case may be,] for the [Pledged Notes
or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as
the case may be,] [Pledged Treasury Securities]:

- -----------------------------             ---------------------------------
Name                                      Social Security or other Taxpayer
                                          Identification Number, if any

- -----------------------------
Address







                                    EXHIBIT D

                    INSTRUCTION TO PURCHASE CONTRACT AGENT

[Purchase Contract Agent Address]

Re: Feline PRIDES of Affiliated Managers Group, Inc. (the "Company")

      The undersigned Holder hereby notifies you that it has delivered to
____________, as Collateral Agent, [$_______ aggregate principal amount of
Treasury Securities] [$_______ aggregate principal amount of Senior Notes or the
appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case
may be,] in exchange for an equal Value of [Pledged Notes or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,]
[Pledged Treasury Securities] held by the Collateral Agent, in accordance with
Section [4.1], [4.2] of the Pledge Agreement, dated December 21, 2001 (the
"Pledge Agreement"), between you, the Company and the Collateral Agent. The
undersigned Holder has paid the Collateral Agent all applicable fees relating to
such exchange. The undersigned Holder hereby instructs you to instruct the
Collateral Agent to release to you on behalf of the undersigned Holder the
[Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio] [Pledged Treasury Securities] related to such [Income PRIDES] [Growth
PRIDES]. Capitalized terms used herein but not defined shall have the meaning
set forth in the Pledge Agreement.

Date:____________________
                                          ------------------------------------

                                          By:
                                              --------------------------------

                                          Signature Guarantee:
                                                               ---------------

Dated:

Please print name and address of Registered Holder:


- ---------------------------               ------------------------------------
Name                                      Social Security or other Taxpayer
                                          Identification Number, if any

Address

- ----------------------------

- ----------------------------

- ----------------------------





                                    EXHIBIT E

                        NOTICE TO SETTLE BY SEPARATE CASH

[Purchase Contract Agent Address]

Re: Feline PRIDES of Affiliated Managers Group, Inc. (the "Company")

      The undersigned Holder hereby irrevocably notifies you in accordance with
Section 5.3 of the Purchase Contract Agreement dated as of December 21, 2001
among the Company and yourselves, as Purchase Contract Agent and as Attorney-in-
Fact for the Holders of the Purchase Contracts, that such Holder has elected to
pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on
the Business Day immediately preceding the Purchase Contract Settlement Date,
(in lawful money of the United States by [certified or cashiers check or] wire
transfer, in each case in immediately available funds), $_________ as the
Purchase Price for the shares of Common Stock issuable to such Holder by the
Company under the related Purchase Contract on the Purchase Contract Settlement
Date. The undersigned Holder hereby instructs you to notify promptly the
Collateral Agent of the undersigned Holders election to make such cash
settlement with respect to the Purchase Contracts related to such Holder's
[Income PRIDES] [Growth PRIDES].

Date:
     ---------------------                ------------------------------------

                                          By:
                                              --------------------------------

                                          Signature Guarantee:
                                                               ---------------

Dated:

Please print name and address of Registered Holder:


- --------------------------                ------------------------------------
Name                                      Social Security or other Taxpayer
                                          Identification Number, if any

Address

- -------------------------

- -------------------------

- -------------------------


                                      90


                                                                     EXHIBIT 4.4








                                PLEDGE AGREEMENT


                                     BETWEEN


                        AFFILIATED MANAGERS GROUP, INC.,


                                        AND


                           FIRST UNION NATIONAL BANK,


                      AS COLLATERAL AGENT, CUSTODIAL AGENT,


               PURCHASE CONTRACT AGENT AND SECURITIES INTERMEDIARY










                          DATED AS OF DECEMBER 21, 2001






                                Table of Contents



                                                                                                               PAGE
                                                                                                              ------
                                                                                                            

                                                     ARTICLE I
                                                    Definitions

         Section 1.1       Definitions............................................................................2

                                                    ARTICLE II
                                          Pledge; Control and Perfection

         Section 2.1       The Pledge.............................................................................5
         Section 2.2       Control and Perfection.................................................................7

                                                    ARTICLE III
                                        Distributions on Pledged Collateral


                                                    ARTICLE IV
                          Substitution, Release, Repledge and Settlement of Senior Notes

         Section 4.1       Substitution for Senior Notes and the Creation of Growth Prides........................9
         Section 4.2       Substitution of Treasury Securities and the Creation of Income Prides.................10
         Section 4.3       Termination Event.....................................................................11
         Section 4.4       Cash Settlement.......................................................................11
         Section 4.5       Early Settlement......................................................................12
         Section 4.6       Application of Proceeds Settlement....................................................13

                                                     ARTICLE V
                                            Voting Rights -Senior Notes


                                                    ARTICLE VI
                                                Rights and Remedies

         Section 6.1       Rights and Remedies of the Collateral Agent...........................................15
         Section 6.2       Tax Event Redemption..................................................................16
         Section 6.3       Initial Remarketing...................................................................17
         Section 6.4       Substitutions.........................................................................18

                                                    ARTICLE VII
                                     Representations and Warranties; Covenants

         Section 7.1       Representations and Warranties........................................................18
         Section 7.2       Covenants.............................................................................18

                                                   ARTICLE VIII
                                               The Collateral Agent

         Section 8.1       Appointment, Powers and Immunities....................................................19
         Section 8.2       Instructions of the Company...........................................................20
         Section 8.3       Reliance by Collateral Agent..........................................................20
         Section 8.4       Rights in Other Capacities............................................................20
         Section 8.5       Non-Reliance on Collateral Agent......................................................21
         Section 8.6       Compensation and Indemnity............................................................21


                                       i


         Section 8.7       Failure to Act........................................................................21
         Section 8.8       Resignation of Collateral Agent.......................................................22
         Section 8.9       Right to Appoint Agent or Advisor.....................................................23
         Section 8.10      Survival..............................................................................23
         Section 8.11      Exculpation...........................................................................23

                                                    ARTICLE IX
                                                     Amendment

         Section 9.1       Amendment Without Consent of Holders..................................................23
         Section 9.2       Amendment with Consent of Holders.....................................................24
         Section 9.3       Execution of Amendments...............................................................24
         Section 9.4       Effect of Amendments..................................................................24
         Section 9.5       Reference to Amendments...............................................................25

                                                     ARTICLE X
                                                   Miscellaneous

         Section 10.1      No Waiver.............................................................................25
         Section 10.2      GOVERNING LAW.........................................................................25
         Section 10.3      Notices...............................................................................25
         Section 10.4      Successors and Assigns................................................................25
         Section 10.5      Counterparts..........................................................................26
         Section 10.6      Severability..........................................................................26
         Section 10.7      Expenses, Etc.........................................................................26
         Section 10.8      Security Interest Absolute............................................................26
         Section 10.9      Consent to Jurisdiction; Miscellaneous................................................26
         Section 10.10     Waiver of Immunities..................................................................27


EXHIBIT A
Instruction to Collateral Agent.................................................................................A-1

EXHIBIT B
Instruction to Purchase Contract Agent..........................................................................B-1

EXHIBIT C
Instruction to Custodial Agent Regarding Remarketing............................................................C-1

EXHIBIT D
Instruction to Custodial Agent Regarding Withdrawal from
Remarketing.....................................................................................................D-1





                                       ii


                                PLEDGE AGREEMENT

      PLEDGE AGREEMENT, dated as of December 21, 2001 (this "Agreement"),
among Affiliated Managers Group, Inc., a corporation organized and existing
under the laws of the State of Delaware (the "Company"), First Union National
Bank, a national banking association, not individually but solely as
collateral agent (in such capacity, together with its successors in such
capacity, the "Collateral Agent"), as custodial agent (in such capacity,
together with its successors in such capacity, the "Custodial Agent"), as
"securities intermediary" as defined in Section 8-102(a)(14) of the Code (as
defined herein) (in such capacity, together with its successors in such
capacity, the "Securities Intermediary"), and as purchase contract agent and
as attorney-in-fact of the Holders (as defined in the Purchase Contract
Agreement) from time to time of the Securities (as hereinafter defined) (in
such capacity, together with its successors in such capacity, the "Purchase
Contract Agent") under the Purchase Contract Agreement (as herein after
defined).

                                    RECITALS

      The Company and the Purchase Contract Agent are parties to the Purchase
Contract Agreement, dated as of the date hereof (as modified and supplemented
and in effect from time to time, the "Purchase Contract Agreement"), pursuant
to which there may be issued up to 8,000,000 FELINE PRIDES of the Company
(9,200,000 if the Underwriters' over-allotment option pursuant to the
Underwriting Agreement, dated December 18, 2001, among the Company and the
Underwriters (as defined therein) is exercised in full), having a stated
amount of $25 (the "Stated Amount") per FELINE PRIDES.

      The FELINE PRIDES will initially consist of 8,000,000 units (referred
to as "Income PRIDES") with a face amount, per Income PRIDES, equal to the
Stated Amount. Each Income PRIDES will be comprised of (a) a stock purchase
contract (the "Purchase Contract") under which the holder will purchase from
the Company on November 17, 2004 (the "Purchase Contract Settlement Date"), a
number of shares of common stock, $0.01 par value per share (the "Common
Stock"), of the Company equal to the Settlement Rate (as defined below), and
(b) either beneficial ownership of $25 principal amount of the Company's 6%
Senior Notes due November 17, 2006 (each a "Senior Note") issued pursuant to
an indenture dated as of December 21, 2001, as amended by the First
Supplemental Indenture, dated as of December 21, 2001 (the "First
Supplemental Indenture", and, collectively, the "Indenture") between the
Company and First Union National Bank, as trustee (the "Trustee") or,
following the Successful Initial Remarketing or a Tax Event Redemption, the
Portfolio Interests (as hereinafter defined).

      As provided herein, holders of Income PRIDES may substitute collateral
in order to create units of Growth PRIDES ("Growth PRIDES" and together, with
the Income PRIDES, the "Securities"). Each Growth PRIDES so created will be
comprised of (a) a Purchase Contract under which the holder will purchase
from the Company not later than the Purchase Contract Settlement Date, for an
amount in cash equal to the Stated Amount, a number of shares of Common Stock
equal to the Settlement Rate, and (b) a 1/40th undivided beneficial interest
in a zero-coupon U.S. Treasury Security (CUSIP No. 912803 AB9) having a
principal amount at




maturity equal to the aggregate principal amount of Senior Notes for which
substitution is being made and maturing on November 15, 2004 (the "Treasury
Securities").

      Pursuant to the terms of the Purchase Contract Agreement and the
Purchase Contracts, the Holders, from time to time, of the Securities have
irrevocably authorized the Purchase Contract Agent, as attorney-in-fact of
such Holders, among other things, to execute and deliver this Agreement on
behalf of such Holders and to grant the pledge provided hereby of the Senior
Notes, any Applicable Ownership Interest in the Treasury Portfolio (such
securities (as defined in Section 8-102(a)(15) of the Code) and Securities
Entitlements, collectively, the "Portfolio Interests") and any Treasury
Securities delivered in exchange or substitution therefor and all cash and
other proceeds thereof to secure each Holder's obligations under the related
Purchase Contract, as provided herein and subject to the terms hereof. Upon
such pledge, the Senior Notes, the Portfolio Interests and the Treasury
Securities will be beneficially owned by the Holders but will be owned of
record by the Purchase Contract Agent subject to the Pledge hereunder.

      Accordingly, the Company, the Collateral Agent, the Securities
Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own
behalf and as attorney-in-fact of the Holders from time to time of the
Securities, agree as follows:

                                    ARTICLE I
                                   Definitions

      Section 1.1 DEFINITIONS. For all purposes of this agreement, except as
otherwise expressly provided or unless the context otherwise requires:

            (a) the terms defined in this Article have the meanings assigned to
      them in this Article and include the plural as well as the singular;

            (b) the words "herein," "hereof" and "hereunder" and other words of
      similar import refer to this Agreement as a whole and not to any
      particular Article, Section or other subdivision;

            (c) capitalized terms used but not otherwise defined herein have the
      meanings assigned to such terms in the Purchase Contract Agreement; and

            (d) terms used herein and defined in Article 8 or 9 of the Code and
      not otherwise defined herein are used herein as defined in Article 8 or 9
      of the Code.

      "Agreement" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more agreements
supplemental hereto entered into pursuant to the applicable provisions hereof.

      "Cash" means any coin or currency of the United States as at the time
shall be legal tender for payment of public and private debts.

      "Code" has the meaning specified in Section 6.1 hereof.


                                      2


      "Collateral" has the meaning specified in Section 2.1 hereof.

      "Collateral Account" means the securities account (number ___________)
maintained at First Union National Bank in the name First Union National
Bank, as Purchase Contract Agent on behalf of the holders of certain
securities of Affiliated Managers Group, Inc., Collateral Account subject to
the security interest of First Union National Bank, as Collateral Agent, for
the benefit of Affiliated Managers Group, Inc., as pledgee" and any successor
account.

      "Collateral Agent" has the meaning specified in the first paragraph of
this Agreement.

      "Common Stock" has the meaning specified in the Recitals.

      "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor shall have become such, and
thereafter "Company" shall mean such successor.

      "Custodial Agent" has the meaning specified in the Recitals.

      "Intermediary" means any entity that in the ordinary course of its
business maintains securities accounts for others and is acting in that
capacity.

      "Permitted Investments" means any one of the following which shall
mature not later than the next succeeding Business Day: (i) any evidence of
indebtedness with an original maturity of 365 days or less issued, or
directly and fully guaranteed or insured, by the United States of America or
any agency or instrumentality thereof (provided that the full faith and
credit of the United States of America is pledged in support thereof or such
indebtedness constitutes a general obligation of it); (ii) deposits,
certificates of deposit or acceptances with an original maturity of 365 days
or less of any institution which is a member of the Federal Reserve System
having combined capital and surplus and undivided profits of not less than
US$200,000,000 at the time of deposit; (iii) investments with an original
maturity of 365 days or less of any Person that are fully and unconditionally
guaranteed by a bank of the type referred to in clause (ii); (iv) investments
in commercial paper, other than commercial paper issued by the Company or its
affiliates, of any corporation incorporated under the laws of the United
States or any State thereof, which commercial paper has a rating at the time
of purchase at least equal to "A-1" by Standard & Poor's Ratings Services
("S&P") or at least equal to "P-1" by Moody's Investors Service, Inc.
("Moody's"); and (v) investments in money market funds registered under the
Investment Company Act of 1940, as amended, and rated in the highest
applicable rating category by S&P or Moody's.

      "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.

      "Pledge" has the meaning specified in Section 2.1 hereof.

      "Pledged Senior Notes" has the meaning specified in Section 2.1 hereof.

      "Pledged Treasury Securities" has the meaning specified in Section 2.1
hereof.


                                       3


      "Proceeds" means all interest, dividends, cash, instruments,
securities, financial assets (as defined in Section 8-102(a)(9) of the Code)
and other property from time to time received, receivable or otherwise
distributed upon the sale, exchange, collection or disposition of the
Collateral or any proceeds thereof.

      "Purchase Contract" has the meaning specified in the Recitals.

      "Purchase Contract Agent" has the meaning specified in the first
paragraph of this Agreement.

      "Purchase Contract Agreement" has the meaning specified in the Recitals.

      "Purchase Contract Settlement Date" has the meaning specified in the
Recitals.

      "Remarketing Underwriting Agreement" means the Remarketing Underwriting
Agreement attached as Exhibit A to the Remarketing Agreement.

      "Securities" has the meaning specified in the Recitals.

      "Securities Intermediary" has the meaning specified in the first
paragraph of this Agreement.

      "Security Entitlement" has the meaning set forth in Section
8-102(a)(17) of the Code.

      "Senior Notes" has the meaning specified in the Recitals.

      "Separate Senior Notes" means any Senior Notes that are not Pledged
Senior Notes.

      "Stated Amount" has the meaning specified in the Recitals.

      "Tax Event Redemption Date" means the date upon which a Tax Event
Redemption is to occur.

      "TRADES" means the Treasury/Reserve Automated Debt Entry System
maintained by the Federal Reserve Bank of New York pursuant to the TRADES
Regulations.

      "TRADES Regulations" means the regulations of the United States
Department of the Treasury, published at 31 C.F.R. Part 357, as amended from
time to time. Unless otherwise defined herein, all terms defined in the
TRADES Regulations are used herein as therein defined.

      "Transfer" means, with respect to the Collateral and in accordance with
the instructions of the Collateral Agent, the Purchase Contract Agent or the
Holder, as applicable:

            (i) in the case of Collateral consisting of securities which cannot
      be delivered by book-entry or which the parties agree are to be delivered
      in physical form, delivery in appropriate physical form to the recipient
      accompanied by any duly executed instruments of transfer, assignments in
      blank, transfer tax stamps and any other documents necessary to constitute
      a legally valid transfer to the recipient; and


                                       4


            (ii) in the case of Collateral consisting of securities maintained
      in book-entry form, by causing a "securities intermediary" (as defined in
      Section 8-102(a)(14) of the Code) to (i) credit a "security entitlement"
      (as defined in Section 8-102(a)(17) of the Code) with respect to such
      securities to a "securities account" (as defined in Section 8-501(a) of
      the Code) maintained by or on behalf of the recipient and (ii) to issue a
      confirmation to the recipient with respect to such credit. In the case of
      Collateral to be delivered to the Collateral Agent, the securities
      intermediary shall be the Securities Intermediary and the securities
      account shall be the Collateral Account.

      "Treasury Security" has the meaning specified in the Recitals.

      "Trust" has the meaning specified in the Recitals.

      "Value" with respect to any item of Collateral on any date means, as to
(i) a Senior Note, the Stated Amount, (ii) Cash, the face amount thereof and
(iii) Treasury Securities and Portfolio Interests, the aggregate principal
amount thereof at maturity.

                                   ARTICLE II
                         Pledge; Control and Perfection

      Section 2.1 THE PLEDGE. The Holders from time to time acting through
the Purchase Contract Agent, as their attorney-in-fact, and the Purchase
Contract Agent, as such attorney-in-fact, hereby pledge and grant to the
Collateral Agent, for the benefit of the Company, as collateral security for
the performance when due by such Holders of their respective obligations
under the related Purchase Contracts, a security interest in all of the
right, title and interest of the Purchase Contract Agent and such Holders (a)
in the Senior Notes constituting a part of the Securities and any Treasury
Securities delivered in exchange for any Senior Notes (or, if applicable, the
Portfolio Interests) in accordance with Section 4.1 hereof, and any Senior
Notes (or, if applicable any Portfolio Interests) delivered in exchange for
any Treasury Securities, in accordance with Section 4.2 hereof, in each case
that have been Transferred to or received by the Collateral Agent and not
released by the Collateral Agent to such Holders under the provisions of this
Agreement; (b) in payments made by Holders pursuant to Section 4.4; (c) in
the Collateral Account and all securities, financial assets, Cash and other
property credited thereto and all Security Entitlements related thereto; (d)
in the Portfolio Interests and the Treasury Portfolio purchased on behalf of
the Holders of Income PRIDES by the Collateral Agent upon the occurrence of a
Successful Initial Remarketing or a Tax Event Redemption as provided in
Article VI, or otherwise; and (e) all Proceeds of the foregoing (all of the
foregoing, collectively, the "Collateral"). Prior to or concurrently with the
execution and delivery of this Agreement, the Purchase Contract Agent, on
behalf of the initial Holders of the Securities, shall cause the Senior Notes
comprising a part of the Income PRIDES to be Transferred to the Collateral
Agent for the benefit of the Company. Without limiting and in furtherance of
the foregoing, on such date, the Purchase Contract Agent on behalf of the
Holders, and as their attorney-in-fact, shall Transfer the Senior Global Note
(as defined in the Indenture) indorsed in blank or together with such powers
indorsed in blank as the Collateral Agent or the Company may request to the
Collateral Agent, which Transfer shall constitute delivery (as defined in
Section 8-301 of the Code) of the Senior Notes. On any date on which the
Senior Global Note (or any other security certificate (as defined in Section
8-102(a)(16) of the Code) evidencing all or a portion or the Pledged Senior


                                      5


Notes) shall be Transferred to a clearing corporation (as defined in Section
8-102(a)(5) of the Code) (as contemplated in Section 2.3 of the First
Supplemental Indenture) the Purchase Contract Agent on behalf of the Holders,
and as their attorney-in-fact, shall Transfer the Senior Notes, or cause the
Senior Notes to be Transferred, to the Collateral Account maintained by the
Collateral Agent at the Securities Intermediary by book-entry transfer to the
Collateral Account in accordance with applicable law including, without
limitation, the TRADES Regulations. If, at any time, the Global Senior Note
(as defined in the Indenture) shall be exchanged for Senior Notes in
definitive registered form pursuant to Section 2.3 of the First Supplemental
Indenture (or otherwise pursuant to the Indenture) evidenced by one or more
securities certificates (as defined in Section 8-102(a)(16) of the Code), the
Purchase Contract Agent, on behalf of the Holders, and as their
attorney-in-fact, shall forthwith Transfer to the Collateral Agent such
security certificates evidencing the Senior Notes, indorsed in blank or
together with such powers indorsed in blank as the Collateral Agent or the
Company may request. In the event a Holder of Income PRIDES so elects, such
Holder may Transfer Treasury Securities to the Collateral Agent for the
benefit of the Company in exchange for the release by the Collateral Agent on
behalf of the Company to the Purchase Contract Agent of Senior Notes or
Portfolio Interests, as the case may be, with a Stated Amount equal to the
aggregate principal amount of the Treasury Securities so Transferred, in the
case of the Senior Notes, or in the case of Portfolio Interests, equal to the
aggregate principal amount of the Treasury Securities so transferred. In the
event a Holder of Growth PRIDES so elects, such Holder may Transfer Senior
Notes or Portfolio Interests to the Collateral Agent for the benefit of the
Company in exchange for the release by the Collateral Agent on behalf of the
Company to the Purchase Contract Agent of Treasury Securities with an
aggregate principal amount at maturity equal to the aggregate principal
amount of the Senior Notes or such Portfolio Interests, so transferred to the
Purchase Contract Agent on behalf of such Holder. Such Treasury Securities
and Portfolio Interests, as applicable, shall be Transferred to the
Collateral Account maintained by the Collateral Agent at the Securities
Intermediary by book-entry transfer to the Collateral Account in accordance
with the TRADES Regulations and other applicable law and by the notation by
the Securities Intermediary on its books that a Security Entitlement with
respect to such Treasury Securities or such Portfolio Interests has been
credited to the Collateral Account. For purposes of perfecting the Pledge
under applicable law, including, to the extent applicable, the TRADES
Regulations or the Uniform Commercial Code as adopted and in effect in any
applicable jurisdiction, the Collateral Agent shall be the agent of the
Company as provided herein. The pledge provided in this Section 2.1 is herein
referred to as the "Pledge" and the Senior Notes, the Treasury Securities and
the Portfolio Interests subject to the Pledge, excluding any Senior Notes
that are delivered pursuant to Section 6.4 hereof, Treasury Securities or
Portfolio Interests released from the Pledge as provided in Sections 4.1 and
4.2 hereof, respectively, are hereinafter referred to as the "Pledged Senior
Notes," "Pledged Treasury Securities" and the "Pledged Portfolio Interests,"
respectively. Subject to the Pledge and the provisions of Section 2.2 hereof,
the Holders from time to time shall have full beneficial ownership of the
Collateral. Whenever directed by the Collateral Agent acting on behalf of the
Company, the Securities Intermediary shall have the right to reregister the
Senior Notes or any other Securities held in physical form in its name.

      Except as may be required in order to release Senior Notes in
connection with a Holder's election to convert its investment from an Income
PRIDES to a Growth PRIDES, or except as otherwise required to release
Securities as specified herein, neither the Collateral Agent nor the
Securities Intermediary shall relinquish physical possession of any security
certificate evidencing


                                       6


a Senior Note prior to the termination of this Agreement except Senior Notes
may be held in any clearing corporation in an account including only assets
of customers of the Collateral Agent or Securities Intermediary. If it
becomes necessary for the Securities Intermediary to relinquish physical
possession of a security certificate in order to release a portion of the
Pledged Senior Notes evidenced thereby from the Pledge, the Securities
Intermediary shall use its best efforts to obtain physical possession of a
replacement security certificate evidencing any Senior Notes remaining
subject to the Pledge hereunder registered to it or indorsed in blank within
fifteen days of the date it relinquished possession. The Securities
Intermediary shall promptly notify the Company and the Collateral Agent of
the Securities Intermediary's failure to obtain possession of any such
replacement certificate as required hereby.

      Section 2.2 CONTROL AND PERFECTION. (a) In connection with the Pledge
granted in Section 2.1, and subject to the other provisions of this
Agreement, the Holders from time to time acting through the Purchase Contract
Agent, as their attorney-in-fact, hereby authorize and direct the Securities
Intermediary (without the necessity of obtaining the further consent of the
Purchase Contract Agent or any of the Holders), and the Securities
Intermediary agrees, to comply with and follow any instructions and
entitlement orders (as defined in Section 8-102(a)(8) of the Code) that the
Collateral Agent on behalf of the Company may give in writing with respect to
the Collateral Account, the Collateral credited thereto and any Security
Entitlements with respect to any thereof. Such instructions and entitlement
orders may, without limitation, direct the Securities Intermediary to
transfer, redeem, sell, liquidate, assign, deliver or otherwise dispose of
the Senior Notes, the Treasury Securities, the Portfolio Interests and any
Security Entitlements with respect thereto and to pay and deliver any income,
proceeds or other funds derived therefrom to the Company. The Holders from
time to time acting through the Purchase Contract Agent hereby further
authorize and direct the Collateral Agent, as Agent of the Company, to itself
issue instructions and entitlement orders, and to otherwise take action, with
respect to the Collateral Account, the Collateral credited thereto and any
Security Entitlements with respect thereto, pursuant to the terms and
provisions hereof, all without the necessity of obtaining the further consent
of the Purchase Contract Agent or any of the Holders. The Collateral Agent
shall be the agent of the Company and shall act as directed in writing by the
Company. Without limiting the generality of the foregoing, the Collateral
Agent shall issue entitlement orders to the Securities Intermediary when and
as directed by the Company.

            (b) The Securities Intermediary hereby confirms and agrees that:
(i) it is a Person that in the ordinary course of business maintains
securities accounts for others and is acting in that capacity, (ii) all
securities or other property underlying any financial assets credited to the
Collateral Account shall be registered in the name of the Securities
Intermediary, indorsed to the Securities Intermediary or in blank or credited
to another Collateral Account maintained in the name of the Securities
Intermediary and in no case will any financial asset credited to the
Collateral Account be registered in the name of the Purchase Contract Agent,
the Collateral Agent, the Company or any Holder, payable to the order of, or
specially indorsed to, the Purchase Contract Agent, the Collateral Agent, the
Company or any Holder except to the extent the foregoing have been specially
indorsed to the Securities Intermediary or in blank; (iii) all property
delivered to the Securities Intermediary pursuant to this Pledge Agreement
(including, without limitation, any Senior Notes, the Portfolio Interests or
Treasury Securities) will be promptly credited to the Collateral Account;
(iv) the Collateral Account is an account to which financial assets are or
may be credited, and the Securities Intermediary shall, subject to the terms


                                       7


of this Agreement, treat the Purchase Contract Agent as entitled to
exercise the rights of any financial asset credited to the Collateral Account;
(v) the Securities Intermediary has not entered into, and until the termination
of this Agreement will not enter into, any agreement with any other person
relating to the Collateral Account and/or any financial assets credited thereto
pursuant to which it has agreed to comply with entitlement orders (as defined in
Section 8-102(a)(8) of the Code) of such other person; and (vi) the Securities
Intermediary has not entered into, and until the termination of this Agreement
will not enter into, any agreement with the Company, the Collateral Agent or the
Purchase Contract Agent purporting to limit or condition the obligation of the
Securities Intermediary to comply with entitlement orders as set forth in this
Section 2.2 hereof.

            (c) The Securities Intermediary hereby agrees that each item of
property (whether investment property, financial asset, security, instrument or
cash) credited to the Collateral Account shall be treated as a "financial asset"
within the meaning of Section 8-102(a)(9) of the Code.

            (d) In the event of any conflict between this Agreement (or any
portion thereof) and any other agreement now existing or hereafter entered into,
the terms of this Agreement shall prevail.

            (e) The Purchase Contract Agent hereby irrevocably constitutes and
appoints the Collateral Agent and the Company, with full power of substitution,
as the Purchase Contract Agent's attorney-in-fact to take on behalf of, and in
the name, place and stead of the Purchase Contract Agent and the Holders, any
action necessary or desirable to perfect and to keep perfected the security
interest in the Collateral referred to in Section 2.1. The grant of such
power-of-attorney shall not be deemed to require of the Collateral Agent any
specific duties or obligations not otherwise assumed by the Collateral Agent
hereunder.

                                   ARTICLE III
                       Distributions on Pledged Collateral

      So long as the Purchase Contract Agent is the owner of the Pledged Senior
Notes and is acting in such capacity, it shall receive all payments thereon. If
the Pledged Senior Notes are issued in registered form (as defined in
8-102(a)(13)) or thereafter reregistered, such that the Collateral Agent becomes
the registered holder, all payments of the Stated Amount, or interest payments
on, the Pledged Senior Notes or, if applicable, the Pledged Portfolio Interests,
as the case may be, and all payments of the principal of, or cash distributions
on, any Pledged Treasury Securities or Pledged Portfolio Interests received by
the Collateral Agent that are properly payable hereunder shall be paid by the
Collateral Agent by wire transfer in same day funds:

                 (i) In the case of (A) interest payments with respect to the
            Pledged Senior Notes or Pledged Portfolio Interests, as the case may
            be, and (B) any payments of the Stated Amount or, if applicable, the
            principal amount, with respect to any Senior Notes or Portfolio
            Interests, as the case may be, that have been released from the
            Pledge pursuant to Section 4.1 or Section 4.3 hereof, to the
            Purchase Contract Agent, for the benefit of the relevant Holders of
            Securities, to the account designated by the Purchase Contract Agent
            for such purpose, no later


                                     8



            than 2:00 p.m., New York City time, on the Business Day such
            payment is received by the Collateral Agent (provided that in the
            event such payment is received by the Collateral Agent on a day
            that is not a Business Day or after 12:30 p.m., New York City
            time, on a Business Day, then such payment shall be made no later
            than 10:30 a.m., New York City time, on the next succeeding
            Business Day);

                 (ii) In the case of any principal payments with respect to any
            Treasury Securities that have been released from the Pledge pursuant
            to Section 4.2 or Section 4.3 hereof, to the Purchase Contract Agent
            for the benefit of the Holders of the Growth PRIDES, to the accounts
            designated by them in writing for such purpose no later than 2:00
            p.m., New York City time, on the Business Day such payment is
            received by the Collateral Agent (provided that in the event such
            payment is received by the Collateral Agent on a day that is not a
            Business Day or after 12:30 p.m., New York City time, on a Business
            Day, then such payment shall be made no later than 10:30 a.m., New
            York City time, on the next succeeding Business Day); and

                 (iii) In the case of payments of the Stated Amount of any
            Pledged Senior Notes or any Pledged Portfolio Interests, as the case
            may be, or the principal of any Pledged Treasury Securities, to the
            Company on the Purchase Contract Settlement Date in accordance with
            the procedure set forth in Section 4.6(a) or 4.6(b) hereof, in full
            satisfaction of the respective obligations of the Holders under the
            related Purchase Contracts and, to the extent such Proceeds exceed
            the Purchase Price, to the Purchase Contract Agent for the benefit
            of the Holders.

      All payments received by the Purchase Contract Agent as provided herein
shall be applied by the Purchase Contract Agent pursuant to the provisions of
the Purchase Contract Agreement. If, notwithstanding the foregoing, the Purchase
Contract Agent shall receive any payments of the Stated Amount on account of any
Senior Note or, if applicable, any Portfolio Interest, that, at the time of such
payment, is a Pledged Senior Note or a Holder of a Growth PRIDES shall receive
any payments of principal on account of any Treasury Securities that, at the
time of such payment, are Pledged Treasury Securities, the Purchase Contract
Agent or such Holder shall hold the same as trustee of an express trust for the
benefit of the Company (and promptly deliver the same over to the Company) for
application to the obligations of the Holders under the related Purchase
Contracts, and the Holders shall acquire no right, title or interest in any such
payments of Stated Amount or principal so received.

                                   ARTICLE IV
        Substitution, Release, Repledge and Settlement of Senior Notes

      Section 4.1 SUBSTITUTION FOR SENIOR NOTES AND THE CREATION OF GROWTH
PRIDES. At any time on or prior to the fifth Business Day immediately preceding
the Purchase Contract Settlement Date (or on or prior to the second Business Day
immediately preceding the Purchase Contract Settlement Date, if a Tax Event
Redemption or a Successful Initial Remarketing has occurred), a Holder of Income
PRIDES shall have the right to substitute Treasury Securities for


                                     9



the Pledged Senior Notes (or, if a Tax Event Redemption or a Successful
Initial Remarketing has occurred, the appropriate Portfolio Interests)
securing such Holder's obligations under the Purchase Contract(s) comprising
a part of its Income PRIDES in integral multiples of 40 Income PRIDES by (a)
Transferring to the Collateral Agent Treasury Securities having a Value equal
to the aggregate Stated Amount of the Pledged Senior Notes (or appropriate
Portfolio Interests, as the case may be), to be released and (b) delivering
the related Income PRIDES to the Purchase Contract Agent, accompanied by a
notice, substantially in the form of Exhibit B hereto, to the Purchase
Contract Agent stating that such Holder has Transferred Treasury Securities
to the Collateral Agent pursuant to clause (a) above (stating the Value of
the Treasury Securities Transferred by such Holder) and requesting that the
Purchase Contract Agent instruct the Collateral Agent to release from the
Pledge the Pledged Senior Notes or the appropriate Portfolio Interests, as
the case may be, related to such Income PRIDES. The Purchase Contract Agent
shall instruct the Collateral Agent in the form provided in Exhibit A;
provided, however, that if a Tax Event Redemption or a Successful Initial
Remarketing has occurred and the Portfolio Interests have become a component
of the Income PRIDES, Holders of Income PRIDES may make such substitution
only in integral multiples of 8,000 Income PRIDES at any time on or prior to
the second Business Day immediately preceding the Purchase Contract
Settlement Date. Upon receipt of Treasury Securities from a Holder of Income
PRIDES and the related instruction from the Purchase Contract Agent, the
Collateral Agent shall release the Pledged Senior Notes or the Pledged
Portfolio Interests, as the case may be, and shall promptly Transfer such
Pledged Senior Notes or the appropriate Portfolio Interests, as the case may
be, free and clear of any lien, pledge or security interest created hereby,
to the Purchase Contract Agent. All items Transferred and/or substituted by
any Holder pursuant to this Section 4.1, Section 4.2 or any other Section of
this Agreement shall be Transferred and/or substituted free and clear of all
liens, claims and encumbrances.

      Section 4.2 SUBSTITUTION OF TREASURY SECURITIES AND THE CREATION OF INCOME
PRIDES. At any time on or prior to the fifth Business Day immediately preceding
the Purchase Contract Settlement Date (or on or prior to the second Business Day
immediately preceding the Purchase Contract Settlement Date, if a Tax Event
Redemption or a Successful Initial Remarketing has occurred), a Holder of Growth
PRIDES shall have the right to reestablish Income PRIDES consisting of the
Purchase Contracts and Senior Notes in integral multiples of 40 Income PRIDES by
(a) Transferring to the Collateral Agent Senior Notes having a Value equal to
the Value of the Pledged Treasury Securities to be released (or the appropriate
Portfolio Interests having a Value equal to the Value of the Pledged Treasury
Securities to be released) and (b) delivering the related Growth PRIDES to the
Purchase Contract Agent, accompanied by a notice, substantially in the form of
Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has
transferred the relevant amount of Senior Notes (or the appropriate Portfolio
Interests, as the case may be) to the Collateral Agent pursuant to clause (a)
above and requesting that the Purchase Contract Agent instruct the Collateral
Agent to release from the Pledge the Pledged Treasury Securities related to such
Growth PRIDES. The Purchase Contract Agent shall instruct the Collateral Agent
in the form provided in Exhibit A; provided, however, that if a Tax Event
Redemption or a Successful Initial Remarketing has occurred and the Treasury
Portfolio has become a component of the Income PRIDES, Holders of Growth PRIDES
may make such substitution only in integral multiples of 8,000 Growth PRIDES at
any time on or prior to the second Business Day immediately preceding the
Purchase Contract Settlement Date. Upon receipt of the Senior Notes or the
Portfolio Interests as the case may be, from such Holder and


                                    10



the instruction from the Purchase Contract Agent, the Collateral Agent shall
release the Treasury Securities having a corresponding aggregate principal
amount from the Pledge and shall promptly Transfer such Treasury Securities,
free and clear of any lien, pledge or security interest created hereby, to
the Purchase Contract Agent.

      Section 4.3 TERMINATION EVENT. Upon receipt by the Collateral Agent of
written notice from the Company or the Purchase Contract Agent that there has
occurred a Termination Event, the Collateral Agent shall release all Collateral
from the Pledge and shall promptly Transfer any Pledged Senior Notes (or
Portfolio Interests if a Tax Event Redemption or a Successful Initial
Remarketing has occurred) and Pledged Treasury Securities to the Purchase
Contract Agent for the benefit of the Holders of the Income PRIDES and the
Growth PRIDES, respectively, free and clear of any lien, pledge or security
interest or other interest created hereby.

      If such Termination Event shall result from the Company's becoming a
debtor under any applicable uniform bankruptcy laws, and if the Collateral Agent
shall for any reason fail promptly to effectuate the release and Transfer of all
Pledged Senior Notes, the Pledged Portfolio Interests or of the Pledged Treasury
Securities, as the case may be, as provided by this Section 4.3, the Purchase
Contract Agent shall (i) use its best efforts to obtain an opinion of a
recognized law firm practicing law in the applicable jurisdiction to the effect
that, as a result of the Company's being the debtor in such a bankruptcy case,
the Collateral Agent will not be prohibited from releasing or Transferring the
Collateral as provided in this Section 4.3, and shall deliver such opinion to
the Collateral Agent within ten days after the occurrence of such Termination
Event, and if (y) the Purchase Contract Agent shall be unable to obtain such
opinion within ten days after the occurrence of such Termination Event or (z)
the Collateral Agent shall continue, after delivery of such opinion, to refuse
to effectuate the release and Transfer of all Pledged Senior Notes, the Pledged
Portfolio Interests or the Pledged Treasury Securities, as the case may be, as
provided in this Section 4.3, then the Purchase Contract Agent shall within
fifteen days after the occurrence of such Termination Event commence an action
or proceeding in the court with jurisdiction of the Company's case under the any
such applicable bankruptcy laws seeking an order requiring the Collateral Agent
to effectuate the release and transfer of all Pledged Senior Notes, the Pledged
Portfolio Interests or of the Pledged Treasury Securities, as the case may be,
as provided by this Section 4.3 or (ii) commence an action or proceeding like
that described in subsection (i)(z) hereof within ten days after the occurrence
of such Termination Event.

      Section 4.4 CASH SETTLEMENT. (a) Upon receipt by the Collateral Agent of
(i) a notice from the Purchase Contract Agent promptly after the receipt by the
Purchase Contract Agent of such notice that a Holder of an Income PRIDES or
Growth PRIDES has elected, in accordance with the procedures specified in
Section 5.3(a)(i) or (d)(i) of the Purchase Contract Agreement, respectively, to
settle its Purchase Contract with Cash and (ii) payment of the amount required
to settle such contract by such Holder on or prior to 11:00 a.m., New York City
time, on the Business Day immediately preceding the Purchase Contract Settlement
Date in lawful money of the United States by certified or cashiers' check or
wire transfer in immediately available funds payable to or upon the order of the
Company, then the Collateral Agent shall promptly invest any Cash received from
a Holder in connection with a Cash Settlement in Permitted Investments. Upon
receipt of the proceeds upon the maturity of the Permitted Investments on the
Purchase Contract Settlement Date, the Collateral Agent shall pay the portion of
such proceeds and deliver


                                    11



any certified or cashiers' checks received and any funds so wired, in an
aggregate amount equal to the Purchase Price, to the Company on the Purchase
Contract Settlement Date, and shall distribute any funds in respect of the
interest earned from the Permitted Investments to the Purchase Contract Agent
for payment to the relevant Holder.

            (b) If neither a Tax Event Redemption or a Successful Initial
Remarketing has occurred, and a Holder of an Income PRIDES fails to notify the
Purchase Contract Agent of its intention to make a Cash Settlement in accordance
with Section 5.3(a)(i) of the Purchase Contract Agreement, such failure shall
constitute an event of default under the Purchase Contract Agreement and
hereunder, and the Holder shall be deemed to have consented to the disposition
of the Pledged Senior Notes pursuant to the remarketing as described in Section
5.3(b) of the Purchase Contract Agreement, which is incorporated herein by
reference. If a Holder of an Income PRIDES does notify the Purchase Contract
Agent as provided in Section 5.3(a)(i) of the Purchase Contract Agreement of its
intention to pay the Purchase Price in cash, but fails to make such payment as
required by Section 5.3(a)(ii) of the Purchase Contract Agreement, such failure
will constitute an event of default under the Purchase Contract Agreement and
hereunder, and the Senior Notes of such a Holder will not be remarketed but
instead the Collateral Agent, for the benefit of the Company, will exercise its
rights as a secured party with respect to such Senior Notes at the written
direction of the Company to retain or dispose of the Collateral in accordance
with applicable law. In addition, in the event of a Failed Secondary Remarketing
as described in Section 5.3(b) of the Purchase Contract Agreement, such Failed
Secondary Remarketing shall constitute an event of default hereunder by such
Holder and the Collateral Agent, for the benefit of the Company, will also
exercise its rights as a secured party with respect to such Senior Notes at the
written direction of the Company to retain or dispose of the Collateral in
accordance with applicable law.

            (c) If a Holder of a Growth PRIDES (unless a Tax Event Redemption or
a Successful Initial Remarketing has occurred) fails to notify the Purchase
Contract Agent of such Holder's intention to make a Cash Settlement in
accordance with Section 5.3(d)(i) of the Purchase Contract Agreement, or if a
Holder of a Growth PRIDES does notify the Purchase Contract Agent as provided in
paragraph 5.3(d)(i) of the Purchase Contract Agreement of its intention to pay
the Purchase Price in cash, but fails to make such payment as required by
paragraph 5.3(d)(ii) of the Purchase Contract Agreement, such failure shall
constitute an event of default hereunder by such Holder and upon the maturity of
any Pledged Treasury Securities, if any, held by the Collateral Agent on the
Business Day immediately preceding the Purchase Contract Settlement Date, the
principal amount at maturity of the Pledged Treasury Securities or the Pledged
Portfolio Interests, received by the Collateral Agent shall, upon written
direction of the Company, be invested promptly in any Permitted Investments. On
the Purchase Contract Settlement Date, an amount equal to the Purchase Price
will be remitted to the Company as payment thereof. In the event the sum of the
proceeds from the related Pledged Treasury Securities and the investment
earnings earned from such investments is in excess of the aggregate Purchase
Price of the Purchase Contracts being settled thereby, the Collateral Agent will
distribute such excess to the Purchase Contract Agent for the benefit of the
Holder of the related Growth PRIDES or Income PRIDES when received.

      Section 4.5 EARLY SETTLEMENT. Upon written notice to the Collateral Agent
by the Purchase Contract Agent that one or more Holders of Securities have
elected to effect Early


                                     12



Settlement of their respective obligations under the Purchase Contracts
forming a part of such Securities in accordance with the terms of the
Purchase Contracts and the Purchase Contract Agreement (setting forth the
number of such Purchase Contracts as to which such Holders have elected to
effect Early Settlement), and that the Purchase Contract Agent has received
from such Holders, and paid to the Company as confirmed in writing by the
Company, the related Early Settlement Amounts pursuant to the terms of the
Purchase Contracts and the Purchase Contract Agreement and that all
conditions to such Early Settlement have been satisfied, then the Collateral
Agent shall release from the Pledge, (a) Pledged Senior Notes or the Pledged
Portfolio Interests, as the case may be, in the case of a Holder of Income
PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth
PRIDES, as the case may be, with a principal amount at maturity equal to the
product of (i) the Stated Amount times (ii) the number of such Purchase
Contracts as to which such Holders have elected to effect Early Settlement
and shall Transfer all such Pledged Senior Notes, the Pledged Portfolio
Interests, or Pledged Treasury Securities, as the case may be, free and clear
of the Pledge created hereby, to the Purchase Contract Agent for the benefit
of the Holders.

      Section 4.6 APPLICATION OF PROCEEDS SETTLEMENT. (a) In the event a Holder
of Income PRIDES (unless a Tax Event Redemption or a Successful Initial
Remarketing has occurred) has not elected to make an effective Cash Settlement
by notifying the Purchase Contract Agent in the manner provided for in paragraph
5.3(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement
of the Purchase Contract(s) underlying its Income PRIDES, such Holder shall be
deemed to have elected to pay for the Common Stock to be issued under such
Purchase Contract(s) from the Proceeds of the related Pledged Senior Notes. The
Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth
Business Day immediately preceding the Purchase Contract Settlement Date,
without any instruction from such Holder of Income PRIDES, present the related
Pledged Senior Notes to the Remarketing Agent for remarketing. Upon receiving
such Pledged Senior Notes, the Remarketing Agent, pursuant to the terms of the
Remarketing Agreement and the Remarketing Underwriting Agreement, will use its
reasonable efforts to remarket such Pledged Senior Notes on such date at a price
not less than approximately 100.5% of the aggregate Value of such Pledged Senior
Notes, plus accrued and unpaid interest, if any, thereon. After deducting as the
remarketing fee an amount not exceeding 25 basis points (0.25%) of the aggregate
Value of the Pledged Senior Notes from any amount of such Proceeds in excess of
the aggregate Value, plus such accrued and unpaid interest of the remarketed
Pledged Senior Notes, the Remarketing Agent will remit the entire amount of the
Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract
Settlement Date, the Collateral Agent shall apply that portion of the Proceeds
from such remarketing equal to the aggregate Value, plus such accrued and unpaid
interest of such Pledged Senior Notes, to satisfy in full the obligations of
such Holders of Income PRIDES to pay the Purchase Price to purchase the Common
Stock under the related Purchase Contracts. The remaining portion of such
Proceeds, if any, shall be distributed by the Collateral Agent to the Purchase
Contract Agent for payment to the Holders. If the Remarketing Agent advises the
Collateral Agent in writing that it cannot remarket the related Pledged Senior
Notes of such Holders of Income PRIDES at a price not less than 100% of the
aggregate Value of such Pledged Senior Notes plus any accrued and unpaid
interest, thus resulting in a Failed Secondary Remarketing and an event of
default under the Purchase Contract Agreement and hereunder, the Collateral
Agent, for the benefit of the Company will, at the written direction of the
Company, retain or dispose of the Pledged Senior


                                     13



Notes in accordance with applicable law and satisfy in full, from any such
disposition or retention, such Holder's obligation to pay the Purchase Price
for the Common Stock.

            (b) In the event a Holder of Growth PRIDES (if a Tax Event
Redemption or a Successful Initial Remarketing has occurred) has not made an
Early Settlement of the Purchase Contract(s) underlying its Growth PRIDES, such
Holder shall be deemed to have elected to pay for the Common Stock to be issued
under such Purchase Contract(s) from the Proceeds of the related Pledged
Treasury Securities or the appropriate Portfolio Interests, as the case may be.
On the Business Day immediately prior to the Purchase Contract Settlement Date,
the Collateral Agent shall invest the Cash proceeds of the maturing Pledged
Treasury Securities, or the maturing appropriate Portfolio Interests, as the
case may be, in any overnight Permitted Investments. Without receiving any
instruction from any such Holder of Growth PRIDES, the Collateral Agent shall
apply the Proceeds of the related Pledged Treasury Securities or appropriate
Portfolio Interests to the settlement of such Purchase Contracts on the Purchase
Contract Settlement Date.

      In the event the sum of the Proceeds from the related Pledged Treasury
Securities or appropriate Portfolio Interests, as the case may be, and the
investment earnings from the investment in overnight Permitted Investments is in
excess of the aggregate Purchase Price of the Purchase Contracts being settled
thereby, the Collateral Agent shall distribute such excess, when received, to
the Purchase Contract Agent for the benefit of the Holder.

            (c) Pursuant to the Remarketing Agreement and subject to the terms
of the Remarketing Underwriting Agreement, on or prior to the fifth Business Day
immediately preceding the Initial Remarketing Date or the Secondary Remarketing
Date, as applicable, but no earlier than the Payment Date immediately preceding
such date, holders of Separate Senior Notes may elect to have their Separate
Senior Notes remarketed by delivering their Separate Senior Notes, together with
a notice of such election, substantially in the form of Exhibit C hereto, to the
Custodial Agent. The Custodial Agent will hold such Separate Senior Notes in an
account separate from the Collateral Account. A holder of Separate Senior Notes
electing to have its Separate Senior Notes remarketed will also have the right
to withdraw such election by written notice to the Custodial Agent,
substantially in the form of Exhibit D hereto, on or prior to the second
Business Day immediately preceding the Initial Remarketing Date or the Secondary
Remarketing Date, as applicable, upon which notice the Custodial Agent will
return such Separate Senior Notes to such holder. On the Business Day
immediately preceding the Initial Remarketing Date or the Secondary Remarketing
Date, as applicable, the Custodial Agent shall notify the Remarketing Agent of
the aggregate principal amount of the separate Notes to be remarketed and will
deliver to the Remarketing Agent for remarketing all Separate Senior Notes
delivered to the Custodial Agent pursuant to this Section 4.6(c) and not
withdrawn pursuant to the terms hereof prior to such date. The portion of the
proceeds from such remarketing equal to the aggregate Value of such Separate
Senior Notes will automatically be remitted by the Remarketing Agent to the
Custodial Agent for the benefit of the holders of such Separate Senior Notes. In
addition, after deducting as the remarketing fee an amount not exceeding 25
basis points (0.25%) of the Value of the remarketed Separate Senior Notes, from
any amount of such proceeds in excess of the aggregate Value of the remarketed
Separate Senior Notes plus any accrued and unpaid interest thereon, the
Remarketing Agent will remit to the Custodial Agent the remaining portion of the
proceeds, if any, for the benefit of such holders. If, despite using its


                                     14



reasonable efforts, the Remarketing Agent advises the Custodial Agent in writing
that it cannot remarket the related Separate Senior Notes of such holders at a
price not less than 100% of the aggregate Value of such Separate Senior Notes
plus accrued and unpaid interest and thus resulting in a Failed Initial
Remarketing or a Failed Secondary Remarketing, the Remarketing Agent will
promptly return such Senior Notes to the Custodial Agent for redelivery to such
holders.

                                    ARTICLE V
                           Voting Rights -Senior Notes

      Provided no default hereunder or under the Purchase Contract exists, the
Purchase Contract Agent may exercise, or refrain from exercising, any and all
voting and other consensual rights pertaining to the Pledged Senior Notes or any
part thereof for any purpose not inconsistent with the terms of this Agreement
and in accordance with the terms of the Purchase Contract Agreement; provided,
that the Purchase Contract Agent shall not exercise or, as the case may be,
shall not refrain from exercising such right if, in the judgment of the Company,
such action would impair or otherwise have a material adverse effect on the
value of all or any of the Pledged Senior Notes; and provided, further, that the
Purchase Contract Agent shall give the Company and the Collateral Agent at least
five days' prior written notice of the manner in which it intends to exercise,
or its reasons for refraining from exercising, any such right. Upon receipt of
any notices and other communications in respect of any Pledged Senior Notes,
including notice of any meeting at which holders of Senior Notes are entitled to
vote or solicitation of consents, waivers or proxies of holders of Senior Notes,
the Collateral Agent shall use reasonable efforts to send promptly to the
Purchase Contract Agent such notice or communication, and as soon as reasonably
practicable after receipt of a written request therefor from the Purchase
Contract Agent, execute and deliver to the Purchase Contract Agent such proxies
and other instruments in respect of such Pledged Senior Notes (in form and
substance satisfactory to the Collateral Agent) as are prepared by the Purchase
Contract Agent with respect to the Pledged Senior Notes.

                                   ARTICLE VI
                               Rights and Remedies

      Section 6.1 RIGHTS AND REMEDIES OF THE COLLATERAL AGENT. (a) In addition
to the rights and remedies specified in Section 4.4 hereof or otherwise
available at law or in equity, after an event of default hereunder, the
Collateral Agent shall have all of the rights and remedies with respect to the
Collateral of a secured party under the Uniform Commercial Code (or any
successor thereto) as in effect in the State of New York from time to time (the
"Code") (whether or not the Code is in effect in the jurisdiction where the
rights and remedies are asserted) and the TRADES Regulations and such additional
rights and remedies to which a secured party is entitled under the laws in
effect in any jurisdiction where any rights and remedies hereunder may be
asserted. Wherever reference is made in this Agreement to any section of the
Code, such reference shall be deemed to include a reference to any provision of
the Code which is a successor to, or amendment of, such section. Without
limiting the generality of the foregoing, such remedies may include, to the
extent permitted by applicable law, (i) retention of the Pledged Senior Notes or
other Collateral in full satisfaction of the Holders' obligations under the
Purchase Contracts or (ii) sale of the Pledged Senior Notes or other Collateral
in one or more public or


                                     15



private sales. Each Holder through the Purchase Contract Agent agrees and
acknowledges that the Collateral is of a type customarily sold in a
recognized market and that, accordingly, no notice of intended disposition of
the Collateral need be given by the Collateral Agent.

            (b) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, in the event the Collateral Agent is unable
to make payments to the Company, on account of Portfolio Interests or on account
of principal payments of any Pledged Treasury Securities as provided in Article
III hereof in satisfaction of the obligations of the Holder of Growth PRIDES of
which such Pledged Treasury Securities or the appropriate Applicable Ownership
Interest of the Treasury Portfolio, as applicable, is a part under the related
Purchase Contracts, the inability to make such payments shall constitute an
event of default hereunder and the Collateral Agent shall have and may exercise,
with reference to such Pledged Treasury Securities or such Pledged Portfolio
Interests, as applicable, and such obligations of such Holder, any and all of
the rights and remedies available to a secured party under the Code and the
TRADES Regulations after default by a debtor, and as otherwise granted herein or
under any other law.

            (c) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably
authorized to receive and collect all payments of (i) the Stated Amount of or,
interest on, the Pledged Senior Notes, (ii) the principal amount at maturity of
the Pledged Treasury Securities or (iii) the Pledged Portfolio Interests,
subject, in each case, to the provisions of Article 3, and as otherwise granted
herein.

            (d) The Purchase Contract Agent, individually and as
attorney-in-fact for each Holder of Securities, in the event such Holder becomes
the Holder of a Growth PRIDES, agrees that, from time to time, upon the written
request of the Company, Collateral Agent, the Purchase Contract Agent or such
Holder shall execute and deliver such further documents and do such other acts
and things as the Collateral Agent may reasonably request in order to maintain
the Pledge, and the perfection and priority thereof, and to confirm the rights
of the Collateral Agent hereunder. The Purchase Contract Agent shall have no
liability to any Holder for executing any documents or taking any such acts
requested by the Collateral Agent hereunder, except for liability for its own
negligent act, its own negligent failure to act, its bad faith or its own
willful misconduct.

      Section 6.2 TAX EVENT REDEMPTION. Upon the occurrence of a Tax Event
Redemption prior to the Purchase Contract Settlement Date, the aggregate
Redemption Price payable on the Tax Event Redemption Date with respect to the
Pledged Senior Notes shall be delivered to the Collateral Agent by the Trustee
on or prior to 12:00 p.m., New York City time, by check or wire transfer in
immediately available funds to the Collateral Agent or such other account as may
be designated in writing by the Collateral Agent in exchange for the Pledged
Senior Notes. In the event the Collateral Agent receives such Redemption Price,
the Collateral Agent will, at the written direction of the Company, apply an
amount, out of such Redemption Price, equal to the aggregate Redemption Amount
with respect to the Pledged Senior Notes to purchase from the Quotation Agent
the Treasury Portfolio and promptly remit the remaining portion of such
Redemption Price to the Purchase Contract Agent for payment to the Holders of
Income PRIDES. The Collateral Agent shall Transfer (or cause to be transferred)
Portfolio Interests


                                     16



representing 100% of the entire Treasury Portfolio or to the Collateral
Account pursuant to the Pledge hereunder, in substitution for the Pledged
Senior Notes. Thereafter, the Collateral Agent shall have such security
interests, rights and obligations with respect to the Portfolio Interests as
it had in respect of the Pledged Senior Notes as provided herein, and any
reference herein to the Senior Notes shall be deemed to be reference to such
Portfolio Interests, and any reference herein to interest on the Senior Notes
shall be deemed to be a reference to distributions on such Portfolio
Interests. During any period greater than one Business Day between the
receipt of the Redemption Price in Cash upon the Tax Event Redemption and the
payment of all or a portion thereof to the Quotation Agent for the purchase
of the Treasury Portfolio, as provided above, the Collateral Agent shall
promptly invest any such Cash in Permitted Investments. Upon receipt of the
Proceeds upon the maturity of such Permitted Investments on the date of the
purchase of the Treasury Portfolio as described above, the Collateral Agent
(i) shall pay such proceeds (and deliver any certified or cashiers' checks
received and any funds so wired) in an amount equal to the purchase price of
the Treasury Portfolio to the Quotation Agent and (ii) and shall distribute
any funds in respect of the interest earned from the Permitted Investments to
the Purchase Contract Agent for payment to the relevant Holders.

      Section 6.3 INITIAL REMARKETING. The Collateral Agent shall, by 10:00
a.m., New York City time, on the fourth Business Day immediately preceding
August 17, 2004, without any instruction from any Holder of Income PRIDES,
present the Pledged Senior Notes to the Remarketing Agent for remarketing.
Upon receiving such Pledged Senior Notes, the Remarketing Agent, pursuant to
the terms of the Remarketing Agreement, will use its reasonable efforts to
remarket such Pledged Notes on such date at a price of approximately 100.5%
(but not less than 100%) of the Treasury Portfolio Purchase Price. After
deducting as the Remarketing Fee an amount not exceeding 25 basis points
(0.25%) of the Treasury Portfolio Purchase Price from any amount of such
Proceeds in excess of the Treasury Portfolio Purchase Price, the Remarketing
Agent will remit the entire amount of the Proceeds of such remarketing to the
Collateral Agent on or prior to 12:00 p.m., New York City time, by check or
wire transfer in immediately available funds to the Collateral Account or
such other account and at such account as may be designated by the Collateral
Agent in exchange for the Pledged Senior Notes. In the event the Collateral
Agent receives such Proceeds, the Collateral Agent will, at the written
direction of the Company, apply an amount equal to the Treasury Portfolio
Purchase Price to purchase from the Quotation Agent the Portfolio Interests
and promptly remit the remaining portion of such Proceeds to the Purchase
Contract Agent for payment to the Holders of Income PRIDES. The Collateral
Agent shall Transfer the Portfolio Interests to the Collateral Account to
secure the obligation of all Holders of Income PRIDES to purchase Common
Stock of the Company under the Purchase Contracts constituting a part of such
Income PRIDES, in substitution for the Pledged Senior Notes. Thereafter the
Collateral Agent shall have such security interests, rights and obligations
with respect to the Portfolio Interests as it had in respect of the Pledged
Senior Notes as provided herein, and any reference herein to the Senior Notes
shall be deemed to be reference to such Portfolio Interests, and any
reference herein to interest on the Senior Notes shall be deemed to be a
reference to distributions on such Portfolio Interests. During any period
greater than one Business Day between the receipt of such Proceeds from the
Initial Remarketing and the payment of all or a portion thereof to the
Quotation Agent for the purchase of the Treasury Portfolio, as provided
above, the Collateral Agent (i) shall promptly invest any such Cash in
Permitted Investments. Upon receipt of the proceeds upon the maturity of such
Permitted Investments on the date of the purchase of the Treasury Portfolio
as described


                                     17


above, the Collateral Agent shall pay such proceeds (and deliver any
certified or cashiers' checks received and any funds so wired) in an amount
equal to the purchase price of the Treasury Portfolio to the Quotation Agent
and (ii) and shall distribute any funds in respect of the interest earned
from the Permitted Investments to the Purchase Contract Agent for payment to
the relevant Holders.

      Section 6.4 SUBSTITUTIONS. Whenever a Holder has the right to
substitute Treasury Securities or Senior Notes (or Portfolio Interests), as
the case may be, for Collateral held by the Collateral Agent, such
substitution shall not constitute a novation of the security interest created
hereby.

                                   ARTICLE VII
                  Representations and Warranties; Covenants

      Section 7.1 REPRESENTATIONS AND WARRANTIES. The Holders from time to time,
acting through the Purchase Contract Agent as their attorney-in-fact (it being
understood that the Purchase Contract Agent shall not be liable for any
representation or warranty made by or on behalf of a Holder), hereby represent
and warrant to the Collateral Agent, which representations and warranties shall
be deemed repeated on each day a Holder Transfers Collateral that:

            (a)   such Holder has the power to grant a security interest in
      and lien on the Collateral;

            (b) such Holder is the sole beneficial owner of the Collateral and,
      in the case of Collateral delivered in physical form, is the sole holder
      of such Collateral and is the sole beneficial owner of, or has the right
      to Transfer, the Collateral it Transfers to the Collateral Agent, free and
      clear of any security interest, lien, encumbrance, call, liability to pay
      money or other restriction other than the security interest and lien
      granted under Section 2.1 hereof;

            (c) upon the Transfer of the Collateral to the Collateral Account,
      the Collateral Agent, for the benefit of the Company, will have a valid
      and perfected first priority security interest therein (assuming that any
      central clearing operation or any Intermediary or other entity not within
      the control of the Holder involved in the Transfer of the Collateral,
      including the Collateral Agent, gives the notices and takes the action
      required of it hereunder and under applicable law for perfection of that
      interest and assuming the establishment and exercise of control pursuant
      to Section 2.2 hereof); and

            (d) the execution and performance by the Holder of its obligations
      under this Agreement will not result in the creation of any security
      interest, lien or other encumbrance on the Collateral other than the
      security interest and lien granted under Section 2.1 hereof or violate any
      provision of any existing law or regulation applicable to it or of any
      mortgage, charge, pledge, indenture, contract or undertaking to which it
      is a party or which is binding on it or any of its assets.

      Section 7.2 COVENANTS. The Holders from time to time, acting through the
Purchase Contract Agent as their attorney-in-fact (it being understood that the
Purchase Contract Agent

                                       18



shall not be liable for any covenant made by or on behalf of a Holder),
hereby covenant to the Collateral Agent that for so long as the Collateral
remains subject to the Pledge:

            (a) neither the Purchase Contract Agent nor such Holders will create
      or purport to create or allow to subsist any mortgage, charge, lien,
      pledge or any other security interest whatsoever over the Collateral or
      any part of it other than pursuant to this Agreement;

            (b) neither the Purchase Contract Agent nor such Holders will sell
      or otherwise dispose (or attempt to dispose) of the Collateral or any part
      of it except for the beneficial interest therein, subject to the pledge
      hereunder, transferred in connection with the Transfer of the Securities;
      and

            (c) if any Collateral is delivered to any Holder or to the Purchase
      Contract Agent, such Holder or the Purchase Contract Agent will deliver
      the sum to the Collateral Agent, properly indorsed when required, and in
      the form received.

                                  ARTICLE VIII
                              The Collateral Agent

      Section 8.1 APPOINTMENT, POWERS AND IMMUNITIES. The Collateral Agent
shall act as Agent for the Company hereunder with such powers as are
specifically vested in the Collateral Agent by the terms of this Agreement,
together with such other powers as are reasonably incidental thereto. Each of
the Collateral Agent, the Custodial Agent and the Securities Intermediary:
(a) shall have no duties or responsibilities except those expressly set forth
in this Agreement and no implied covenants or obligations shall be inferred
from this Agreement against any of them, nor shall any of them be bound by
the provisions of any agreement by any party hereto beyond the specific terms
hereof; (b) shall not be responsible for any recitals contained in this
Agreement, or in any certificate or other document referred to or provided
for in, or received by it under, this Agreement, the Income PRIDES, Growth
PRIDES or the Purchase Contract Agreement, or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement
(other than as against the Collateral Agent), the Securities or the Purchase
Contract Agreement or any other document referred to or provided for herein
or therein or for any failure by the Company or any other Person (except the
Collateral Agent, the Custodial Agent or the Securities Intermediary, as the
case may be) to perform any of its obligations hereunder or thereunder or for
the perfection, priority or, except as expressly required hereby, maintenance
of any security interest created hereunder; (c) shall not be required to
initiate or conduct any litigation or collection proceedings hereunder
(except in the case of the Collateral Agent, pursuant to directions furnished
under Section 8.2 hereof, subject to Section 8.6 hereof); (d) shall not be
responsible for any action taken or omitted to be taken by it hereunder or
under any other document or instrument referred to or provided for herein or
in connection herewith or therewith, except for its own negligence, bad faith
or willful misconduct; and (e) shall not be required to advise any party as
to selling or retaining, or taking or refraining from taking any action with
respect to, the Securities or other property deposited hereunder. Subject to
the foregoing, during the term of this Agreement, the Collateral Agent shall
take all reasonable action in connection with the safekeeping and
preservation of the Collateral hereunder.

                                       19



      No provision of this Agreement shall require the Collateral Agent, the
Custodial Agent or the Securities Intermediary to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder. In no event shall the Collateral Agent, the Custodial
Agent or the Securities Intermediary be liable for any amount in excess of
the Value of the Collateral. Notwithstanding the foregoing, the Collateral
Agent, the Custodial Agent, the Purchase Contract Agent and Securities
Intermediary, each in its individual capacity, hereby waive any right of
setoff, bankers lien, liens or perfection rights as securities intermediary
or any counterclaim with respect to any of the Collateral.

      Section 8.2 INSTRUCTIONS OF THE COMPANY. The Company shall have the
right, by one or more instruments in writing executed and delivered to the
Collateral Agent, the Custodial Agent or the Securities Intermediary, as the
case may be, to direct the time, method and place of conducting any
proceeding for the realization of any right or remedy available to the
Collateral Agent, or of exercising any power conferred on the Collateral
Agent, the Custodial Agent or the Securities Intermediary, as the case may
be, or to direct the taking or refraining from taking of any action
authorized by this Agreement; provided, however, that (i) such direction
shall not conflict with the provisions of any law or of this Agreement and
(ii) the Collateral Agent, the Custodial Agent and the Securities
Intermediary shall be adequately indemnified as provided herein. Nothing in
this Section 8.2 shall impair the right of the Collateral Agent in its
discretion to take any action or omit to take any action which it deems
proper and which is not inconsistent with such direction.

      Section 8.3 RELIANCE BY COLLATERAL AGENT. Each of the Securities
Intermediary, the Custodial Agent and the Collateral Agent shall be entitled
conclusively to rely upon any certification, order, judgment, opinion, notice
or other communication (including, without limitation, any thereof by
telephone or facsimile) believed by it in good faith to be genuine and
correct and to have been signed or sent by or on behalf of the proper Person
or Persons (without being required to determine the correctness of any fact
stated therein), and upon advice and statements of legal counsel and other
experts selected by the Collateral Agent, the Custodial Agent or the
Securities Intermediary, as the case may be. As to any matters not expressly
provided for by this Agreement, the Collateral Agent, the Custodial Agent and
the Securities Intermediary shall in all cases be fully protected in acting,
or in refraining from acting, hereunder in accordance with instructions given
by the Company in accordance with this Agreement.

      Section 8.4 RIGHTS IN OTHER CAPACITIES. The Collateral Agent, the
Custodial Agent and the Securities Intermediary and their affiliates may
(without having to account therefor to the Company) accept deposits from, lend
money to, make their investments in and generally engage in any kind of banking,
trust or other business with the Purchase Contract Agent, any Holder of Income
PRIDES or Growth PRIDES and any holder of Separate Senior Notes (and any of
their respective subsidiaries or affiliates) as if it were not acting as the
Collateral Agent, the Custodial Agent or the Securities Intermediary, as the
case may be, and the Collateral Agent, the Custodial Agent and the Securities
Intermediary and their affiliates may accept fees and other consideration from
the Purchase Contract Agent, any Holder of Income PRIDES or Growth PRIDES or any
holder of Separate Senior Notes without having to account for the same to the
Company; provided that each of the Securities Intermediary, the Custodial Agent
and the Collateral Agent covenants and agrees with the Company that it shall not
accept, receive or permit there to be created in favor of itself and shall take
no affirmative action to permit there to

                                       20



be created in favor of any other Person, any security interest, lien or other
encumbrance of any kind in or upon the Collateral and the Collateral shall
not be commingled with any other assets of any such Person.

      Section 8.5 NON-RELIANCE ON COLLATERAL AGENT. None of the Securities
Intermediary, the Custodial Agent or the Collateral Agent shall be required
to keep itself informed as to the performance or observance by the Purchase
Contract Agent or any Holder of Securities of this Agreement, the Purchase
Contract Agreement, the Income PRIDES or Growth PRIDES or any other document
referred to or provided for herein or therein or to inspect the properties or
books of the Purchase Contract Agent or any Holder of Income PRIDES or Growth
PRIDES. The Collateral Agent, the Custodial Agent and the Securities
Intermediary shall not have any duty or responsibility to provide the Company
or the Remarketing Agent with any credit or other information concerning the
affairs, financial condition or business of the Purchase Contract Agent, any
Holder of Income PRIDES or Growth PRIDES or any holder of Separate Senior
Notes (or any of their respective subsidiaries or affiliates) that may come
into the possession of the Collateral Agent, the Custodial Agent or the
Securities Intermediary or any of their respective affiliates.

      Section 8.6 COMPENSATION AND INDEMNITY. The Company agrees: (i) to pay
each of the Collateral Agent and the Custodial Agent from time to time such
compensation as shall be agreed in writing between the Company and the
Collateral Agent or the Custodial Agent, as the case may be, for all services
rendered by each of them hereunder and (ii) to indemnify the Collateral
Agent, the Custodial Agent and the Securities Intermediary for, and to hold
each of them harmless from and against, any loss, liability or reasonable
out-of-pocket expense incurred without negligence, willful misconduct or bad
faith on its part, arising out of or in connection with the acceptance or
administration of its powers and duties under this Agreement, including the
reasonable out-of-pocket costs and expenses (including reasonable fees and
expenses of counsel) of defending itself against any claim or liability in
connection with the exercise or performance of such powers and duties. The
Collateral Agent, the Custodial Agent and the Securities Intermediary shall
each promptly notify the Company of any third party claim which may give rise
to the indemnity hereunder and give the Company the opportunity to
participate in the defense of such claim with counsel reasonably satisfactory
to the indemnified party, and no such claim shall be settled without the
written consent of the Company, which consent shall not be unreasonably
withheld.

      Section 8.7 FAILURE TO ACT. In the event of any ambiguity in the
provisions of this Agreement or any dispute between or conflicting claims by or
among the parties hereto or any other Person with respect to any funds or
property deposited hereunder, the Collateral Agent and the Custodial Agent shall
be entitled, after prompt notice to the Company and the Purchase Contract Agent,
at its sole option, to refuse to comply with any and all claims, demands or
instructions with respect to such property or funds so long as such dispute or
conflict shall continue, and neither the Collateral Agent nor the Custodial
Agent shall be or become liable in any way to any of the parties hereto for its
failure or refusal to comply with such conflicting claims, demands or
instructions. The Collateral Agent and the Custodial Agent shall be entitled to
refuse to act until either (i) such conflicting or adverse claims or demands
shall have been finally determined by a court of competent jurisdiction or
settled by agreement between the conflicting parties as evidenced in a writing,
satisfactory to the Collateral Agent or the Custodial

                                       21



Agent, as the case may be, or (ii) the Collateral Agent or the Custodial
Agent, as the case may be, shall have received security or an indemnity
reasonably satisfactory to the Collateral Agent or the Custodial Agent, as
the case may be, sufficient to save the Collateral Agent or the Custodial
Agent, as the case may be, harmless from and against any and all loss,
liability or reasonable out-of-pocket expense which the Collateral Agent or
the Custodial Agent, as the case may be, may incur by reason of its acting
without bad faith, willful misconduct or gross negligence. The Collateral
Agent or the Custodial Agent may in addition elect to commence an
interpleader action or seek other judicial relief or orders as the Collateral
Agent or the Custodial Agent, as the case may be, may deem necessary.
Notwithstanding anything contained herein to the contrary, neither the
Collateral Agent nor the Custodial Agent shall be required to take any action
that is in its opinion contrary to law or to the terms of this Agreement, or
which would in its opinion subject it or any of its officers, employees or
directors to liability.

      Section 8.8 RESIGNATION OF COLLATERAL AGENT. Subject to the appointment
and acceptance of a successor Collateral Agent or Custodial Agent as provided
below, (a) the Collateral Agent and the Custodial Agent may resign at any
time by giving not less than 20 days prior notice thereof to the Company and
the Purchase Contract Agent as attorney-in-fact for the Holders of Income
PRIDES or Growth PRIDES, (b) the Collateral Agent and the Custodial Agent may
be removed at any time by the Company and (c) if the Collateral Agent or the
Custodial Agent fails to perform any of its material obligations hereunder in
any material respect for a period of not less than 20 days after receiving
written notice of such failure by the Purchase Contract Agent and such
failure shall be continuing, the Collateral Agent or the Custodial Agent may
be removed by the Purchase Contract Agent. The Purchase Contract Agent shall
promptly notify the Company of any removal of the Collateral Agent pursuant
to clause (c) of the immediately preceding sentence. Upon any such
resignation or removal, the Company shall have the right to appoint a
successor Collateral Agent or Custodial Agent, as the case may be. If no
successor Collateral Agent or Custodial Agent, as the case may be, shall have
been so appointed and shall have accepted such appointment within 30 days
after the retiring Collateral Agent's or Custodial Agent's giving of notice
of resignation or such removal, then the retiring Collateral Agent or
Custodial Agent, as the case may be, may, at the expense of the Company,
petition any court of competent jurisdiction for the appointment of a
successor Collateral Agent or Custodial Agent, as the case may be. Each of
the Collateral Agent and the Custodial Agent shall be a bank which has an
office in New York, New York with a combined capital and surplus of at least
$75,000,000. Upon the acceptance of any appointment as Collateral Agent or
Custodial Agent, as the case may be, hereunder by a successor Collateral
Agent or Custodial Agent, as the case may be, such successor shall thereupon
succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Collateral Agent or Custodial Agent, as the case may
be, and the retiring Collateral Agent or Custodial Agent, as the case may be,
shall take all appropriate action to transfer any money and property held by
it hereunder (including the Collateral) to such successor. The retiring
Collateral Agent or Custodial Agent shall, upon such succession, be
discharged from its duties and obligations as Collateral Agent or Custodial
Agent hereunder. After any retiring Collateral Agent's or Custodial Agent's
resignation hereunder as Collateral Agent or Custodial Agent, the provisions
of this Section 8.8 shall continue in effect for its benefit in respect of
any actions taken or omitted to be taken by it while it was acting as the
Collateral Agent or Custodial Agent. Any resignation or removal of the
Collateral Agent hereunder shall be deemed for all purposes of this Agreement
as the simultaneous resignation or removal of the Custodial Agent and the
Securities Intermediary.

                                       22



      Section 8.9 RIGHT TO APPOINT AGENT OR ADVISOR. The Collateral Agent
shall have the right to appoint agents or advisors in connection with any of
its duties hereunder, and the Collateral Agent shall not be liable for any
action taken or omitted by, or in reliance upon the advice of, such agents or
advisors selected in good faith. The appointment of agents pursuant to this
Section 8.9 shall be subject to prior consent of the Company, which consent
shall not be unreasonably withheld.

      Section 8.10 SURVIVAL. The provisions of this Article 8 shall survive
termination of this Agreement and the resignation or removal of the
Collateral Agent or the Custodial Agent.

      Section 8.11 EXCULPATION. Anything in this Agreement to the contrary
notwithstanding, in no event shall any of the Collateral Agent, the Custodial
Agent or the Securities Intermediary or their officers, employees or agents
be liable under this Agreement to any third party for indirect, special,
punitive, or consequential loss or damage of any kind whatsoever, including
lost profits, whether or not the likelihood of such loss or damage was known
to the Collateral Agent, the Custodial Agent or the Securities Intermediary,
or any of them, incurred without any act or deed that is found to be
attributable to gross negligence, bad faith or willful misconduct on the part
of the Collateral Agent, the Custodial Agent or the Securities Intermediary.

                                   ARTICLE IX
                                    Amendment

      Section 9.1 AMENDMENT WITHOUT CONSENT OF HOLDERS. Without the consent
of any Holders or the holders of any Separate Senior Notes, the Company, the
Collateral Agent, the Custodial Agent, the Securities Intermediary and the
Purchase Contract Agent, at any time and from time to time, may amend this
Agreement, in form satisfactory to the Company, the Collateral Agent, the
Custodial Agent, the Securities Intermediary and the Purchase Contract Agent,
for any of the following purposes:

                  (1)   to evidence the succession of another Person to the
            Company, and the assumption by any such successor of the
            covenants of the Company; or

                  (2) to add to the covenants of the Company for the benefit of
            the Holders, or to surrender any right or power herein conferred
            upon the Company so long as such covenants or such surrender do not
            adversely affect the validity, perfection or priority of the
            security interests granted or created hereunder; or

                  (3) to evidence and provide for the acceptance of appointment
            hereunder by a successor Collateral Agent, Securities Intermediary
            or Purchase Contract Agent; or

                  (4) to cure any ambiguity, to correct or supplement any
            provisions herein which may be inconsistent with any other such
            provisions herein, or to make any other provisions with respect to
            such matters or questions arising under this Agreement, provided
            such action shall not adversely affect the interests of the Holders.

                                       23



      Section 9.2 AMENDMENT WITH CONSENT OF HOLDERS. With the consent of the
Holders of not less than a majority of the Purchase Contracts at the time
outstanding, by Act of said Holders delivered to the Company, the Purchase
Contract Agent or the Collateral Agent, as the case may be, the Company, when
duly authorized, the Company, the Purchase Contract Agent, the Collateral
Agent, the Custodial Agent and the Securities Intermediary may amend this
Agreement for the purpose of modifying in any manner the provisions of this
Agreement or the rights of the Holders in respect of the Income PRIDES and
Growth PRIDES; provided, however, that no such supplemental agreement shall,
without the consent of the Holder of each Outstanding Income PRIDES and
Growth PRIDES adversely affected thereby,

                  (1) change the amount or type of Collateral underlying an
            Income PRIDES or Growth PRIDES (except for the rights of holders of
            Income PRIDES to substitute the Treasury Securities for the Pledged
            Senior Notes (or Pledged Portfolio Interests), or the rights of
            Holders of Growth PRIDES to substitute Senior Notes (or Portfolio
            Interests) for the Pledged Treasury Securities), impair the right of
            the Holder of any Income PRIDES or Growth PRIDES to receive
            distributions on the underlying Collateral or otherwise adversely
            affect the Holder's rights in or to such Collateral; or

                  (2) otherwise effect any action that would require the consent
            of the Holder of each Outstanding Income PRIDES or Growth PRIDES
            affected thereby pursuant to the Purchase Contract Agreement if such
            action were effected by an agreement supplemental thereto; or

                  (3) reduce the percentage of Purchase Contracts the consent of
            whose Holders is required for any such amendment.

      It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed amendment, but it shall be
sufficient if such Act shall approve the substance thereof.

      Section 9.3 EXECUTION OF AMENDMENTS. In executing any amendment
permitted by this Section, the Collateral Agent, the Custodial Agent, the
Securities Intermediary and the Purchase Contract Agent shall be entitled to
receive and (subject to Section 6.1 hereof, with respect to the Collateral
Agent, and Section 7.1 of the Purchase Contract Agreement, with respect to
the Purchase Contract Agent) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such amendment is authorized
or permitted by this Agreement and that all conditions precedent, if any, to
the execution and delivery of such amendment have been satisfied.

      Section 9.4 EFFECT OF AMENDMENTS. Upon the execution of any amendment
under this Article 9, this Agreement shall be modified in accordance
therewith, and such amendment shall form a part of this Agreement for all
purposes; and every Holder of Certificates theretofore or thereafter
authenticated, executed on behalf of the Holders and delivered under the
Purchase Contract Agreement shall be bound thereby.

                                       24



      Section 9.5 REFERENCE TO AMENDMENTS. Security Certificates
authenticated, executed on behalf of the Holders and delivered after the
execution of any amendment pursuant to this Section may, and shall if
required by the Collateral Agent or the Purchase Contract Agent, bear a
notation in form approved by the Purchase Contract Agent and the Collateral
Agent as to any matter provided for in such amendment. If the Company shall
so determine, new Security Certificates so modified as to conform, in the
opinion of the Collateral Agent, the Purchase Contract Agent and the Company,
to any such amendment may be prepared and executed by the Company and
authenticated, executed on behalf of the Holders and delivered by the
Purchase Contract Agent in accordance with the Purchase Contract Agreement in
exchange for Outstanding Security Certificates.

                                    ARTICLE X
                                  Miscellaneous

      Section 10.1 NO WAIVER. No failure on the part of any party hereto or
any of its agents to exercise, and no course of dealing with respect to, and
no delay in exercising, any right, power or remedy hereunder shall operate as
a waiver thereof; nor shall any single or partial exercise by any party
hereto or any of its agents of any right, power or remedy hereunder preclude
any other or further exercise thereof or the exercise of any other right,
power or remedy. The remedies herein are cumulative and are not exclusive of
any remedies provided by law.

      Section 10.2 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Without
limiting the foregoing, the above choice of law is expressly agreed to by the
Securities Intermediary, the Collateral Agent and the Holders from time to
time acting through the Purchase Contract Agent, as their attorney-in-fact,
in connection with the establishment and maintenance of the Collateral
Account.

      Section 10.3 NOTICES. All notices, requests, consents and other
communications provided for herein (including, without limitation, any
modifications of, or waivers or consents under, this Agreement) shall be
given or made in writing (including, without limitation, by telecopy)
delivered to the intended recipient at the "Address for Notices" specified
below its name on the signature pages hereof or, as to any party, at such
other address as shall be designated by such party in a notice to the other
parties. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.

      Section 10.4 SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the
Company, the Collateral Agent, the Custodial Agent, the Securities
Intermediary and the Purchase Contract Agent, and the Holders from time to
time of the Income PRIDES and Growth PRIDES, by their acceptance of the same,
shall be deemed to have agreed to be bound by the provisions hereof and to
have ratified the agreements of, and the grant of the Pledge hereunder by,
the Purchase Contract Agent.

                                       25



      Section 10.5 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the
same instrument, and any of the parties hereto may execute this Agreement by
signing any such counterpart.

      Section 10.6 SEVERABILITY. If any provision hereof is invalid and
unenforceable in any jurisdiction, then, to the fullest extent permitted by
law, (i) the other provisions hereof shall remain in full force and effect in
such jurisdiction and shall be liberally construed in order to carry out the
intentions of the parties hereto as nearly as may be possible and (ii) the
invalidity or unenforceability of any provision hereof in any jurisdiction
shall not affect the validity or enforceability of such provision in any
other jurisdiction.

      Section 10.7 EXPENSES, ETC. The Company agrees to reimburse the
Collateral Agent and the Custodial Agent for: (a) all reasonable
out-of-pocket costs and expenses of the Collateral Agent and the Custodial
Agent (including, without limitation, the reasonable fees and expenses of
counsel to the Collateral Agent and the Custodial Agent), in connection with
(i) the negotiation, preparation, execution and delivery or performance of
this Agreement and (ii) any modification, supplement or waiver of any of the
terms of this Agreement; (b) all reasonable costs and expenses of the
Collateral Agent (including, without limitation, reasonable fees and expenses
of counsel) in connection with (i) any enforcement or proceedings resulting
or incurred in connection with causing any Holder of Securities to satisfy
its obligations under the Purchase Contracts forming a part of the Securities
and (ii) the enforcement of this Section 10.7; and (c) all transfer, stamp,
documentary or other similar taxes, assessments or charges levied by any
governmental or revenue authority in respect of this Agreement or any other
document referred to herein and all costs, expenses, taxes, assessments and
other charges incurred in connection with any filing, registration, recording
or perfection of any security interest contemplated hereby.

      Section 10.8 SECURITY INTEREST ABSOLUTE. All rights of the Collateral
Agent and security interests hereunder, and all obligations of the Holders
from time to time hereunder, shall be absolute and unconditional irrespective
of:

            (a)   any lack of validity or enforceability of any provision of
      the Purchase Contracts or the Securities or any other agreement or
      instrument relating thereto;

            (b) any change in the time, manner or place of payment of, or any
      other term of, or any increase in the amount of, all or any of the
      obligations of Holders of Securities under the related Purchase Contracts,
      or any other amendment or waiver of any term of, or any consent to any
      departure from any requirement of, the Purchase Contract Agreement or any
      Purchase Contract or any other agreement or instrument relating thereto;
      or

            (c) any other circumstance which might otherwise constitute a
      defense available to, or discharge of, a borrower, a guarantor or a
      pledgor.

      Section 10.9 CONSENT TO JURISDICTION; MISCELLANEOUS. Each of the parties
hereto hereby expressly and irrevocably submits to the non-exclusive
jurisdiction of any competent court in the place of its domicile and any United
States Federal or New York State court sitting in the Borough of Manhattan in
The City of New York in any action, suit or proceeding arising out of

                                       26



or relating to this Underwriting Agreement or the transactions contemplated
hereby to the extent that such court has subject matter jurisdiction over the
controversy, and expressly and irrevocably waives, to the extent permitted
under applicable law, any immunity from the jurisdiction thereof and any
claim or defense in such action, suit or proceeding based on a claim of
improper venue, FORUM NON CONVENIENS or any similar basis to which it might
otherwise be entitled in any such action, suit or proceeding.

      Section 10.10 WAIVER OF IMMUNITIES. To the extent that the Company or
any of its properties, assets or revenues may have or may hereafter become
entitled to, or have attributed to them, any right of immunity, on the
grounds of sovereignty, from any legal action, suit or proceeding, from
set-off or counterclaim, from the jurisdiction of any court, from service of
process, from attachment upon or prior to judgment, or from attachment in aid
of execution of judgment, or from execution of judgment, other legal process
or proceeding for the giving of any relief or for the enforcement of any
judgment, in any jurisdiction in which proceedings may at any time be
commenced, with respect to their obligations, liabilities or any other matter
under or arising out of or in connection with this Agreement or any
additional agreement, the Company hereby irrevocably and unconditionally, to
the extent permitted by applicable law, waives and agrees not to plead or
claim any such immunity and consents to such relief and enforcement.

                                       27

\


      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                    AFFILIATED MANAGERS GROUP, INC.


                                    By:  /s/ Darrell W. Crate
                                        -----------------------------------
                                         Name: Darrell W. Crate
                                         Title:  Chief Financial Officer


                                    Address for Notices:

                                    Affiliated Managers Group, Inc.
                                    600 Hale Street
                                    Pride's Crossing, MA  01965
                                    Attention:  Chief Financial Officer
                                    Telecopy: 617-747-3380


                                    First Union National Bank, as Purchase
                                    Contract Agent, Collateral Agent,
                                    Custodial Agent, Securities Intermediary
                                    and as attorney-in-fact of the Holders
                                    from time to time of the Income PRIDES
                                    and Growth PRIDES


                                    By:  /s/ David Massa
                                        -----------------------------------
                                         Name:  David Massa
                                         Title:   Vice President

                                    Address for Notices:

                                    First Union National Bank
                                    12 East 49th Street
                                    37th Floor
                                    New York, New York  10017
                                    Attention:  Corporate Trust -- NY 4040


                                      28



                                                                       EXHIBIT A


         INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT


First Union National Bank
12 East 49th Street
37th Floor
New York, New York  10017
Attention:  Corporate Trust -- NY 4040

            Re:   FELINE PRIDES of Affiliated Managers Group, Inc. (the
                  "Company")

      We hereby notify you in accordance with Section [4.1] [4.2] of the
Pledge Agreement, dated as of December 21, 2001 (the "Pledge Agreement")
among the Company, yourselves, as Collateral Agent, Custodial Agent and
Securities Intermediary and ourselves, as Purchase Contract Agent and as
attorney-in-fact for the holders of [Income PRIDES] [Growth PRIDES] from time
to time, that the holder of the Securities listed below (the "Holder") has
elected to substitute [$_____ aggregate principal amount at maturity of
Treasury Securities] [$_______Stated Amount of Senior Notes or Portfolio
Interests in exchange for an equal Value of [Pledged Senior Notes or Portfolio
 Interests, as the case may be] [Pledged Treasury Securities] held by you in
accordance with the Pledge Agreement and has delivered to us a notice stating
that the Holder has Transferred [Treasury Securities] [Senior Notes or
Portfolio Interests] to you, as Collateral Agent. We hereby instruct you, upon
receipt of such [Pledged Treasury Securities] [Pledged Senior Notes or
Portfolio Interests], to release the [Senior Notes or Portfolio Interests]
[Treasury Securities] related to such [Income PRIDES] [Growth PRIDES] to us in
accordance with the Holder's instructions. Capitalized terms used herein but
not defined shall have the meaning set forth in the Pledge Agreement.

Date:
      ---------------------------   -------------------------------

                                    By:
                                         ----------------------------------
                                         Name:
                                         Title:
                                         Signature Guarantee:


                                         ----------------------------------


                                     A-1




Please print name and address of Registered Holder electing to substitute
[Treasury Securities] [Senior Notes or Portfolio Interests] for the [Pledged
Senior Notes or Portfolio Interests] [Pledged Treasury Securities]:


   ----------------------------     ------------------------------------------
              Name                  Social Security or other Taxpayer
                                    Identification Number, if any


   ----------------------------
           Address


   ----------------------------

   ----------------------------


                                       A-2



                                                                       EXHIBIT B


                    INSTRUCTION TO PURCHASE CONTRACT AGENT


First Union National Bank
12 East 49th Street
37th Floor
New York, New York  10017
Attention:  Corporate Trust -- NY 4040


            Re:   FELINE PRIDES of Affiliated Managers Group, Inc. (the
                  "Company")

      The undersigned Holder hereby notifies you that it has delivered to First
Union National Bank, as Collateral Agent, [$_______ aggregate principal amount
at maturity of Treasury Securities] [$ aggregate Stated Amount of Senior Notes
in exchange for an equal Value of [Pledged Senior Notes or Portfolio Interests]
[Pledged Treasury Securities] held by the Collateral Agent, in accordance with
Section 4.1 of the Pledge Agreement, dated December 21, 2001 (the "Pledge
Agreement"), between you, as Purchase Contract Agent and Collateral Agent, and
the Company. The undersigned Holder hereby instructs you as Purchase Contract
Agent to instruct the Collateral Agent to release to you on behalf of the
undersigned Holder the [Pledged Senior Notes or Portfolio Interests] [Pledged
Treasury Securities] related to such [Income PRIDES] [Growth PRIDES].
Capitalized terms used herein but not defined shall have the meaning set forth
in the Pledge Agreement.

Date:
       ----------------------    -----------------------------------
                                    Signature Guarantee:
                                                          ----------------------


Please print name and address of Registered Holder:


    ---------------------------     --------------------------------------------
              Name                  Social Security or other Taxpayer
                                    Identification Number, if any


    ---------------------------
           Address


    ---------------------------

    ---------------------------


                                     B-1



                                                                       EXHIBIT C


             INSTRUCTION TO CUSTODIAL AGENT REGARDING REMARKETING


First Union National Bank
12 East 49th Street
37th Floor
New York, New York  10017
Attention:  Corporate Trust -- NY 4040

            Re:   Senior Notes of Affiliated Managers Group, Inc. (the
                  "Company")

      The undersigned hereby notifies you in accordance with Section 4.6(c) of
the Pledge Agreement, dated as of December 21, 2001 (the "Pledge Agreement"),
among the Company, yourselves, as Collateral Agent, Securities Intermediary and
Custodial Agent, and yourselves, as Purchase Contract Agent and as
attorney-in-fact for the Holders of Income PRIDES and Growth PRIDES from time to
time, that the undersigned elects to deliver $__________ aggregate Stated Amount
of Senior Notes for delivery to the Remarketing Agent on the Business Day
immediately preceding the [Initial Remarketing Date] [Secondary Remarketing
Date] for remarketing pursuant to Section 4.6(c) of the Pledge Agreement. The
undersigned will, upon request of the Remarketing Agent, execute and deliver any
additional documents deemed by the Remarketing Agent or by the Company to be
necessary or desirable to complete the sale, assignment and transfer of the
Senior Notes tendered hereby.

      The undersigned hereby instructs you, upon receipt of the Proceeds of such
remarketing from the Remarketing Agent to deliver such Proceeds to the
undersigned in accordance with the instructions indicated herein under "A.
Payment Instructions." The undersigned hereby instructs you, in the event of
Failed [Initial] [Secondary] Remarketing, upon receipt of the Senior Notes
tendered herewith from the Remarketing Agent, to be delivered to the person(s)
and the address(es) indicated herein under "B. Delivery Instructions."

      With this notice, the undersigned hereby (i) represents and warrants that
the undersigned has full power and authority to tender, sell, assign and
transfer the Senior Notes tendered hereby and that the undersigned is the record
owner of any Senior Notes tendered herewith in physical form or a participant in
The Depository Trust Company ("DTC") and the beneficial owner of any Senior
Notes tendered herewith by book-entry transfer to your account at DTC and (ii)
agrees to be bound by the terms and conditions of Section 4.6(c) of the Pledge
Agreement. Capitalized terms used herein but not defined shall have the meaning
set forth in the Pledge Agreement.


                                      C-1




Date:
      ----------------------------


                                          ------------------------------------

                                          By:
                                              --------------------------------
                                          Name:
                                          Title:
                                          Signature Guarantee:
                                                               ---------------

Please print name and address:


- ------------------------------      ------------------------------------------
              Name                  Social Security or other Taxpayer
                                    Identification Number, if any


- ------------------------------
           Address


- ------------------------------

- ------------------------------


                                      C-2



A.    PAYMENT INSTRUCTIONS

Proceeds of the remarketing should be paid by check in the name of the person(s)
set forth below and mailed to the address set forth below.

Name(s)
         ----------------------------
            (Please Print)

Address
         ----------------------------
            (Please Print)


- -----------------------------------------


- -----------------------------------------
              (Zip Code)


- ----------------------------------------------
(Tax Identification or Social Security Number)


B.    DELIVERY INSTRUCTIONS

In the event of a failed Remarketing, Senior Notes which are in physical form
should be delivered to the person(s) set forth below and mailed to the address
set forth below.

Name(s)
         --------------------------------
            (Please Print)

Address
         --------------------------------
            (Please Print)


- -----------------------------------------


- -----------------------------------------
              (Zip Code)


- ----------------------------------------------
(Tax Identification or Social Security Number)

In the event of a failed Remarketing, Senior Notes which are in book-entry form
should be credited to the account at The Depository Trust Company set forth
below.


                ----------------------
                  DTC Account Number


      Name of Account Party:
                            ---------------------------



                                     C-3



                                                                       EXHIBIT D

                   INSTRUCTION TO CUSTODIAL AGENT REGARDING
                           WITHDRAWAL FROM REMARKETING


First Union National Bank
12 East 49th Street
37th Floor
New York, New York  10017
Attention:  Corporate Trust -- NY 4040

            Re:   Senior Notes of Affiliated Managers Group, Inc. (the
                  "Company")

      The undersigned hereby notifies you in accordance with Section 4.6(c) of
the Pledge Agreement, dated as of December 21, 2001 (the "Pledge Agreement")
among the Company, yourselves, as Collateral Agent, Securities Intermediary and
Custodial Agent and yourselves, as Purchase Contract Agent and as
attorney-in-fact for the Holders of Income PRIDES and Growth PRIDES from time to
time, that the undersigned elects to withdraw the $_____ aggregate principal
amount of Senior Notes delivered to the Custodial Agent on ___________, for
remarketing pursuant to Section 4.6(c) of the Pledge Agreement. The undersigned
hereby instructs you to return such Senior Notes to the undersigned in
accordance with the undersigned's instructions. With this notice, the
Undersigned hereby agrees to be bound by the terms and conditions of Section
4.6(c) of the Pledge Agreement. Capitalized terms used herein but not defined
shall have the meaning set forth in the Pledge Agreement.

Date:
      ----------------------      ------------------------------------

                                       By:
                                          ----------------------------------
                                      Name:
                                            --------------------------------
                                     Title:
                                            --------------------------------
                                    Signature Guarantee:
                                                        ----------------------

Please print name and address:


- ---------------------------   -------------------------------------------
           (Name)             Social Security or other Taxpayer


                              -------------------------------------------
                              Identification Number, if any


                                       D-1



- ---------------------------------
              Address


- ---------------------------------


- ---------------------------------


                                      D-2




A.    DELIVERY INSTRUCTIONS

In the event of a failed Remarketing, Senior Notes which are in physical form
should be delivered to the person(s) set forth below and mailed to the address
set forth below.

Name(s)
         ---------------------------
            (Please Print)

Address
         ----------------------------
            (Please Print)


- --------------------------------------


- --------------------------------------
              (Zip Code)


- ----------------------------------------------
(Tax Identification or Social Security Number)


In the event of a failed Remarketing, Senior Notes which are in book-entry
form should be credited to the account at The Depositary Trust Company set
forth below.


               ------------------------
                  DTC Account Number


      Name of Account Party:
                              -------------------------



                                     D-3



                                                                     EXHIBIT 4.5

                              REMARKETING AGREEMENT

      REMARKETING AGREEMENT, dated as of December 21, 2001 (the "Remarketing
Agreement") by and among Affiliated Managers Group, Inc., a company organized
and existing under the laws of the State of Delaware (the "Company"), First
Union National Bank, a national banking association, not individually but
solely as Purchase Contract Agent and as attorney-in-fact of the holders of
Purchase Contracts (each as defined in the Purchase Contract Agreement (as
defined herein)), and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated (the "Merrill Lynch").

                                   WITNESSETH:

      WHEREAS, the Company has issued its FELINE PRIDES (the "FELINE PRIDES")
in an aggregate Stated Amount of $200,000,000 (or $230,000,000 if the
underwriters' overallotment option is exercised in full) under the Purchase
Contract Agreement, dated as of December 21, 2001, by and between the
Purchase Contract Agent and the Company (the "Purchase Contract Agreement");
and

      WHEREAS, the Company will issue concurrently in connection with the
issuance of the FELINE PRIDES 6% Senior Notes of the Company due November 17,
2006 (the "Notes") in an aggregate principal amount of $200,000,000 (or
$230,000,000 if the underwriters' overallotment option is exercised in full);
and

      WHEREAS, the FELINE PRIDES will initially consist of 8,000,000 (or
9,200,000 if the underwriters' overallotment option is exercised in full)
units referred to as "Income PRIDES"; and

      WHEREAS, the Notes forming a part of the Income Prides will be pledged
pursuant to the Pledge Agreement (the "Pledge Agreement"), dated as of
December 21, 2001, by and among the Company, First Union National Bank, as
collateral agent (the "Collateral Agent"), and the Purchase Contract Agent,
to secure an Income PRIDES holder's obligations under the related Purchase
Contract on the Purchase Contract Settlement Date; and

      WHEREAS, the Notes of the Noteholders electing to have their Notes
remarketed and of the Income PRIDES holders will be remarketed by the
Remarketing Agent on the third Business Day immediately preceding August 17,
2004 (the "Initial Remarketing Date"); and

      WHEREAS, in the event of a Failed Initial Remarketing, the Notes of the
Noteholders electing to have their Notes remarketed and of the Income PRIDES
holders who have elected not to settle the Purchase Contracts related to
their Income PRIDES by Cash Settlement and who have not settled their
Purchase Contracts early upon the occurrence of a corporate transaction will
be remarketed by the Remarketing Agent on the third Business Day immediately
preceding the Purchase Contract Settlement Date; and

      WHEREAS, in the event of a Successful Initial Remarketing, the
applicable interest rate on the Notes will be reset on the Initial
Remarketing Date, to the Reset Rate to be determined by



the Reset Agent as the rate that such Notes should bear in order for the
Applicable Principal Amount of the Notes to have an approximate aggregate
market value of 100.5% of the Treasury Portfolio Purchase Price on the
Initial Remarketing Date, provided that in the determination of such Reset
Rate, the Company shall, if applicable, limit the Reset Rate to the maximum
rate permitted by applicable law; and

      WHEREAS, in the event of a Failed Initial Remarketing, the applicable
interest rate on the Notes that remain outstanding on and after the Purchase
Contract Settlement Date will be reset on the third Business Day immediately
preceding the Purchase Contract Settlement Date, to the Reset Rate to be
determined by the Reset Agent as the rate that such Notes should bear in
order to have an approximate market value of 100.5% of the aggregate
principal amount of the Notes on the third Business Day immediately preceding
the Purchase Contract Settlement Date, provided that in the determination of
such Reset Rate, the Company shall, if applicable, limit the Reset Rate to
the maximum rate permitted by applicable law; and

      WHEREAS, the Company has requested Merrill Lynch to act as the Reset
Agent and as the Remarketing Agent, and as such to perform the services
described herein; and

      WHEREAS, Merrill Lynch is willing to act as Reset Agent and Remarketing
Agent and as such to perform such duties on the terms and conditions
expressly set forth herein;

      NOW, THEREFORE, for and in consideration of the covenants herein made,
and subject to the conditions herein set forth, the parties hereto agree as
follows:

      Section 1.  DEFINITIONS. Capitalized terms used and not defined in this
Agreement shall have the meanings assigned to them in the Purchase Contract
Agreement or, if not therein defined, the Pledge Agreement.

      Section 2.  APPOINTMENT AND OBLIGATIONS OF REMARKETING AGENT.

      (a) The Company hereby appoints Merrill Lynch and Merrill Lynch hereby
accepts such appointment, (i) as the Reset Agent to determine in consultation
with the Company, in the manner provided for herein and in the Indenture (as
in effect on the date of this Remarketing Agreement) with respect to the
Notes, (1) the Reset Rate that, in the opinion of the Reset Agent, will, when
applied to the Notes, enable the Applicable Principal Amount of the Notes to
have an approximate aggregate market value of 100.5% of the Treasury
Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in the
event of a Failed Initial Remarketing, the Reset Rate that, in the opinion of
the Reset Agent, will, when applied to the Notes, enable a Note to have an
approximate market value of 100.5% of its principal amount as of the third
Business Day preceding the Purchase Contract Settlement Date, provided, in
each case, that the Company, by notice to the Reset Agent prior to the tenth
Business Day preceding August 17, 2004, in the case of the Initial
Remarketing (as defined below), or the Purchase Contract Settlement Date, in
the case of the Secondary Remarketing (as defined below), shall, if
applicable, limit the Reset Rate so that it does not exceed the maximum rate
permitted by applicable law) and (ii) as the exclusive Remarketing Agent
(subject to the right of Merrill Lynch to appoint additional remarketing
agents hereunder as described below) to (1) remarket the Notes of the Note
holders electing to have their Notes remarketed and of the Income PRIDES
holders on the Initial

                                       2



Remarketing Date, for settlement on August 17, 2004 and (2) in the case of a
Failed Initial Remarketing, remarket the Notes of the Note holders electing
to have their Notes remarketed or of the Income PRIDES holders who have not
early settled the related Purchase Contracts and have failed to notify the
Purchase Contract Agent, on or prior to the fifth Business Day immediately
preceding the Purchase Contract Settlement Date, of their intention to settle
the related Purchase Contracts through Cash Settlement. In connection with
the remarketing contemplated hereby, the Remarketing Agent will enter into a
Remarketing Underwriting Agreement (the "Remarketing Underwriting Agreement")
with the Company and the Purchase Contract Agent, which shall either be (i)
substantially in the form attached hereto as Exhibit A (with such changes as
the Company and the Remarketing Agent may agree upon, it being understood
that changes may be necessary in the representations, warranties, covenants
and other provisions of the Remarketing Underwriting Agreement due to changes
in law or facts and circumstances or in the event that Merrill Lynch is not
the sole remarketing agent, and with such further changes therein as the
Remarketing Agent may reasonably request, or (ii) in such other form as the
Remarketing Agent may reasonably request, subject to the approval of the
Company (such approval not to be unreasonably withheld). Anything herein to
the contrary notwithstanding, Merrill Lynch shall not be obligated to act as
Remarketing Agent or Reset Agent hereunder unless the Remarketing
Underwriting Agreement is in form and substance reasonably satisfactory to
Merrill Lynch. The Company agrees that Merrill Lynch shall have the right, on
15 Business Days notice to the Company, to appoint one or more additional
remarketing agents so long as any such additional remarketing agents shall be
reasonably acceptable to the Company. Upon any such appointment, the parties
shall enter into an appropriate amendment to this Agreement to reflect the
addition of any such remarketing agent.

      (b) Pursuant to the Remarketing Underwriting Agreement, the Remarketing
Agent, either as sole remarketing agent or as representative of a group of
remarketing agents appointed as aforesaid, will agree, subject to the terms
and conditions set forth herein and therein, to use its reasonable efforts to
(i) remarket, on the Initial Remarketing Date (the "Initial Remarketing"),
the Notes that the Trustee (as such term is defined in the Indenture) shall
have notified the Remarketing Agent have been tendered for, or otherwise are
to be included in, the Initial Remarketing, at a price per Note such that the
aggregate price for the Applicable Principal Amount of the Notes is
approximately 100.5% of the Treasury Portfolio Purchase Price and (ii) in the
event of a Failed Initial Remarketing, remarket, on the third Business Day
immediately preceding the Purchase Contract Settlement Date (the "Secondary
Remarketing"), the Notes that the Trustee shall have notified the Remarketing
Agent have been tendered for, or otherwise are to be included in, the
Secondary Remarketing, at a price of approximately 100.5% of the aggregate
principal amount of such Notes. Notwithstanding the preceding sentence, the
Remarketing Agent shall not remarket any Notes for a price less than the
price necessary for the Applicable Principal Amount of the Notes to have an
aggregate price equal to 100% of the Treasury Portfolio Purchase Price (the
"Minimum Initial Remarketing Price"), in the case of the Initial Remarketing,
or the aggregate principal amount of such Notes, in the case of the Secondary
Remarketing. After deducting the fee specified in Section 3 below, the
proceeds of such Initial Remarketing or Secondary Remarketing, as the case
may be, shall be paid to the Collateral Agent in accordance with Section 4.6
or 6.3 of the Pledge Agreement and Section 5.2 of the Purchase Contract
Agreement (each of which Sections are incorporated herein by reference). The
right of each holder of Notes or Income PRIDES to have Notes tendered for the
Initial Remarketing or the Secondary Remarketing, as the case may be, shall
be limited to the

                                       3



extent that (i) the Remarketing Agent conducts an Initial Remarketing and, in
the event of a Failed Initial Remarketing, a Secondary Remarketing pursuant
to the terms of this Agreement, (ii) Notes tendered have not been called for
redemption, (iii) the Remarketing Agent is able to find a purchaser or
purchasers for tendered Notes at a price of not less than the Minimum Initial
Remarketing Price, in the case of the Initial Remarketing, and 100% of the
principal amount thereof, in the case of the Secondary Remarketing and (iv)
such purchaser or purchasers deliver the purchase price therefor to the
Remarketing Agent as and when required.

      (c) It is understood and agreed that neither the Remarketing Agent nor
the Reset Agent shall have any obligation whatsoever to purchase any Notes,
whether in the Initial Remarketing, Secondary Remarketing or otherwise, and
shall in no way be obligated to provide funds to make payment upon tender of
Notes for remarketing or to otherwise expend or risk their own funds or incur
or be exposed to financial liability in the performance of their respective
duties under this Agreement or the Remarketing Underwriting Agreement, and,
without limitation of the foregoing, the Remarketing Agent shall not be
deemed an underwriter of the remarketed Notes. The Company shall not be
obligated in any case to provide funds to make payment upon tender of Notes
for remarketing.

      Section 3. FEES. In the event of a Successful Initial Remarketing, the
Remarketing Agent shall retain as a remarketing fee (the "Remarketing Fee")
an amount not exceeding 25 basis points (0.25%) of the Minimum Initial
Remarketing Price from any amount received in connection with such Initial
Remarketing in excess of the Minimum Initial Remarketing Price. In the event
of a Successful Secondary Remarketing, the Remarketing Agent shall retain as
the Remarketing Fee an amount not exceeding 25 basis points (0.25%), of the
principal amount of the remarketed Notes from any amount received in
connection with such Secondary Remarketing in excess of the aggregate
principal amount of such remarketed Notes. In addition, the Reset Agent
shall, in either case, receive from the Company a reasonable and customary
fee (the "Reset Agent Fee"); provided, however, that if the Remarketing Agent
shall also act as the Reset Agent, then the Reset Agent shall not be entitled
to receive any such Reset Agent Fee. Payment of such Reset Agent Fee shall be
made by the Company on the Initial Remarketing Date, in the case of a
Successful Initial Remarketing, or on the third Business Day immediately
preceding the Purchase Contract Settlement Date, in the case of a Successful
Secondary Remarketing, in immediately available funds or, upon the
instructions of the Reset Agent, by certified or official bank check or
checks or by wire transfer.

      Section 4.  REPLACEMENT AND RESIGNATION OF REMARKETING AGENT.

      (a) The Company may in its absolute discretion replace Merrill Lynch as
the Remarketing Agent and as the Reset Agent hereunder by giving notice prior
to 3:00 p.m., New York City time (i) on the eleventh Business Day immediately
prior to August 17, 2004, or (ii) in the event of a Failed Initial
Remarketing, prior to 3:00 p.m., New York City time on the eleventh Business
Day immediately prior to the Purchase Contract Settlement Date, provided, in
either case, that the Company must replace Merrill Lynch both as Remarketing
Agent and as Reset Agent unless Merrill Lynch shall otherwise agree. Any such
replacement shall become effective upon the Company's appointment of a
successor to perform the services that would otherwise be performed hereunder
by the Remarketing Agent and the Reset Agent. Upon providing such

                                       4



notice, the Company shall use all reasonable efforts to appoint such a
successor and to enter into a remarketing agreement with such successor as
soon as reasonably practicable.

      (b) Merrill Lynch may resign at any time and be discharged from its
duties and obligations hereunder as the Remarketing Agent and/or as the Reset
Agent by giving notice prior to 3:00 p.m., New York City time (i) on the
eleventh Business Day immediately prior to August 17, 2004, or (ii) in the
event of a Failed Initial Remarketing, on the eleventh Business Day
immediately prior to the Purchase Contract Settlement Date. Any such
resignation shall become effective upon the Company's appointment of a
successor to perform the services that would otherwise be performed hereunder
by the Remarketing Agent and/or the Reset Agent. Upon receiving notice from
the Remarketing Agent and/or the Reset Agent that it wishes to resign
hereunder, the Company shall appoint such a successor and enter into a
remarketing agreement with it as soon as reasonably practicable.

      Section 5. DEALING IN THE SECURITIES. Each of the Remarketing Agent and
the Reset Agent, when acting hereunder or, in the case of the Remarketing
Agent, under the Remarketing Underwriting Agreement, or when acting in its
individual or any other capacity, may, to the extent permitted by law, buy,
sell, hold or deal in any of the Notes, Growth PRIDES, Income PRIDES or any
other securities of the Company. With respect to any Notes, Growth PRIDES,
Income PRIDES or any other securities of the Company owned by it, each of the
Remarketing Agent and the Reset Agent may exercise any vote or join in any
action with like effect as if it did not act in any capacity hereunder. Each
of the Remarketing Agent and the Reset Agent, in its individual capacity,
either as principal or agent, may also engage in or have an interest in any
financial or other transaction with the Company as freely as if it did not
act in any capacity hereunder.

      Section 6.  REGISTRATION STATEMENT AND PROSPECTUS.

      (a) In connection with the Initial Remarketing, if and to the extent
required in the view of counsel (which need not be an opinion) for either the
Remarketing Agent or the Company by applicable law, regulations or
interpretations in effect at the time of such Initial Remarketing, the
Company (i) shall use its reasonable efforts to have a registration statement
relating to the Notes effective under the Securities Act of 1933 prior to the
third Business Day immediately preceding August 17, 2004, (ii) if requested
by the Remarketing Agent shall furnish a current preliminary prospectus and,
if applicable, a current preliminary prospectus supplement to be used by the
Remarketing Agent in the Initial Remarketing not later than seven Business
Days prior to August 17, 2004 (or such earlier date as the Remarketing Agent
may reasonably request) and in such quantities as the Remarketing Agent may
reasonably request, and (iii) shall furnish a current final prospectus and,
if applicable, a final prospectus supplement to be used by the Remarketing
Agent in the Initial Remarketing not later than the third Business Day
immediately preceding August 17, 2004 in such quantities as the Remarketing
Agent may reasonably request, and shall pay all expenses relating thereto.

      (b) In the event of a Failed Initial Remarketing and in connection with
the Secondary Remarketing, if and to the extent required in the view of
counsel (which need not be an opinion) for either the Remarketing Agent or
the Company by applicable law, regulations or interpretations in effect at
the time of such Secondary Remarketing, the Company (i) shall use its

                                       5



reasonable efforts to have a registration statement relating to the Notes
effective under the Securities Act of 1933 prior to the third Business Day
immediately preceding the Purchase Contract Settlement Date, (ii) if
requested by the Remarketing Agent, shall furnish a current preliminary
prospectus and, if applicable, a current preliminary prospectus supplement to
be used by the Remarketing Agent in the Secondary Remarketing not later than
seven Business Days prior to the Purchase Contract Settlement Date (or such
earlier date as the Remarketing Agent may reasonably request) and in such
quantities as the Remarketing Agent may reasonably request, and (iii) shall
furnish a current final prospectus and, if applicable, a final prospectus
supplement to be used by the Remarketing Agent in the Secondary Remarketing
not later than the third Business Day immediately preceding the Purchase
Contract Settlement Date in such quantities as the Remarketing Agent may
reasonably request, and shall pay all expenses relating thereto.

      (c) If in connection with the Initial Remarketing or, in the event of a
Failed Initial Remarketing, the Secondary Remarketing it shall not be
possible, in the view of counsel (which need not be an opinion) for either
the Remarketing Agent or the Company, under applicable law, regulations or
interpretations in effect at the time of such Initial Remarketing or such
Secondary Remarketing to register the offer and sale by the Company of the
Notes under the Securities Act of 1933 as otherwise contemplated by this
Section 6, the Company (i) shall use its reasonable efforts to take, or cause
to be taken, all action and to do, or cause to be done, all things necessary,
proper and advisable to permit and effectuate the offer and sale of the Notes
in connection with the Initial Remarketing or the Secondary Remarketing, as
the case may be, without registration under the Securities Act of 1933
pursuant to an exemption therefrom, if available, including the exemption
afforded by Rule 144A under the rules and regulations promulgated under the
Securities Act of 1933 by the Securities and Exchange Commission, (ii) if
requested by the Remarketing Agent shall furnish a current preliminary
remarketing memorandum to be used by the Remarketing Agent in the Initial
Remarketing or the Secondary Remarketing, as the case may be, not later than
seven Business Days prior to August 17, 2004, in the case of the Initial
Remarketing, or the Purchase Contract Settlement Date, in the case of the
Secondary Remarketing (or in either case such earlier date as the Remarketing
Agent may reasonably request) and in such quantities as the Remarketing Agent
may reasonably request and (iii) shall furnish a current final remarketing
memorandum to be used by the Remarketing Agent in the Initial Remarketing or
the Secondary Remarketing, as the case may be, not later than the third
Business Day immediately preceding August 17, 2004, in the case of the
Initial Remarketing, or the Purchase Contract Settlement Date, in the case of
the Secondary Remarketing, in such quantities as the Remarketing Agent may
reasonably request, and shall pay all expenses relating thereto.

      (d) The Company shall also take all such actions as may (upon advice of
counsel to the Company or the Remarketing Agent) be necessary or desirable
under state securities or blue sky laws in connection with the Initial
Remarketing and the Secondary Remarketing.

      Section 7.  CONDITIONS TO THE REMARKETING AGENT'S OBLIGATIONS.

      (a) The obligations of the Remarketing Agent and the Reset Agent under
this Agreement and, in the case of the Remarketing Agent, the Remarketing
Underwriting Agreement shall be subject to the terms and conditions of this
Agreement and the Remarketing Underwriting

                                       6



Agreement, including, without limitation, the following conditions: (i) the
Notes tendered for, or otherwise to be included in the Initial Remarketing or
Secondary Remarketing, as the case may be, have not been called for
redemption, (ii) the Remarketing Agent is able to find a purchaser or
purchasers for tendered Notes (1) in the case of the Initial Remarketing, at
a price not less than Minimum Initial Remarketing Price, and (2) in the case
of the Secondary Remarketing, at a price not less than 100% of the principal
amount thereof, (iii) the Purchase Contract Agent, the Collateral Agent, the
Custodial Agent, the Company and the Trustee shall have performed their
respective obligations in connection with the Initial Remarketing and, in the
event of a Failed Initial Remarketing, in connection with the Secondary
Remarketing, in each case pursuant to the Purchase Contract Agreement, the
Pledge Agreement, the Indenture, this Agreement and the Remarketing
Underwriting Agreement (including, without limitation, giving the Remarketing
Agent notice of the Treasury Portfolio Purchase Price no later than 10:00
a.m., New York City time, on the fourth Business Day prior to August 17,
2004, in the case of the Initial Remarketing, and giving the Remarketing
Agent notice of the aggregate principal amount, as the case may be, of Notes
to be remarketed, no later than 10:00 a.m., New York City time, on the fourth
Business Day prior to the Purchase Contract Settlement Date, in the case of
the Secondary Remarketing, and, in each case, concurrently delivering the
Notes to be remarketed to the Remarketing Agent), (iv) no Event of Default
(as defined in the Indenture) shall have occurred and be continuing, (v) the
accuracy of the representations and warranties of the Company included and
incorporated by reference in this Agreement and the Remarketing Underwriting
Agreement or in certificates of any officer of the Company or any of its
subsidiaries delivered pursuant to the provisions included or incorporated by
reference in this Agreement or the Remarketing Underwriting Agreement, (vi)
the performance by the Company of its covenants and other obligations
included and incorporated by reference in this Agreement and the Remarketing
Underwriting Agreement, and (vii) the satisfaction of the other conditions
set forth and incorporated by reference in this Agreement and the Remarketing
Underwriting Agreement.

      (b) If at any time during the term of this Agreement, any Event of
Default or event that with the passage of time or the giving of notice or
both would become an Event of Default has occurred and is continuing under
the Indenture, then the obligations and duties of the Remarketing Agent and
the Reset Agent under this Agreement and the Remarketing Underwriting
Agreement shall be suspended until such default or event has been cured. The
Company will promptly give the Remarketing Agent notice of all such defaults
and events of which the Company is aware.

      Section 8. TERMINATION OF REMARKETING AGREEMENT. This Agreement shall
terminate as to the Remarketing Agent and/or the Reset Agent on the effective
date of its replacement pursuant to Section 4(a) hereof or pursuant to
Section 4(b) hereof.

      Section 9. REMARKETING AGENT'S PERFORMANCE; DUTY OF CARE. The duties
and obligations of the Remarketing Agent hereunder shall be determined solely
by the express provisions of this Agreement and the Remarketing Underwriting
Agreement.

      Section 10.  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

                                       7



      Section 11. TERM OF AGREEMENT. Unless otherwise terminated in
accordance with the provisions hereof and except as otherwise provided
herein, this Agreement shall remain in full force and effect from the date
hereof until the first day thereafter on which no Notes are outstanding, or,
if earlier, the Business Day immediately following August 17, 2004, in the
case of a Successful Initial Remarketing, or the Business Day immediately
following the Purchase Contract Settlement Date, in the case of a Successful
Secondary Remarketing.

      Section 12. SUCCESSORS AND ASSIGNS. The rights and obligations of the
Company hereunder may not be assigned or delegated to any other person
without the prior written consent of Merrill Lynch as the Remarketing Agent
and/or as the Reset Agent. The rights and obligations of Merrill Lynch as the
Remarketing Agent and/or as the Reset Agent hereunder may not be assigned or
delegated to any other person without the prior written consent of the
Company. This Agreement shall inure to the benefit of and be binding upon the
Company and Merrill Lynch as the Remarketing Agent and/or as the Reset Agent
and their respective successors and assigns. The terms "successors" and
"assigns" shall not include any purchaser of Securities merely because of
such purchase.

      Section 13. HEADINGS. Section headings have been inserted in this
Agreement and the Remarketing Underwriting Agreement as a matter of
convenience of reference only, and it is agreed that such section headings
are not a part of this Agreement or the Remarketing Underwriting Agreement
and will not be used in the interpretation of any provision of this Agreement
or the Remarketing Underwriting Agreement.

      Section 14. SEVERABILITY. If any provision of this Agreement or the
Remarketing Underwriting Agreement shall be held or deemed to be or shall, in
fact, be invalid, inoperative or unenforceable as applied in any particular
case in any or all jurisdictions because it conflicts with any provisions of
any constitution, statute, rule or public policy or for any other reason,
such circumstances shall not have the effect of rendering the provision in
question invalid, inoperative or unenforceable in any other case,
circumstances or jurisdiction, or of rendering any other provision or
provisions of this Agreement or the Remarketing Underwriting Agreement, as
the case may be, invalid, inoperative or unenforceable to any extent
whatsoever.

      Section 15.  COUNTERPARTS. This Agreement or the Remarketing
Underwriting Agreement may be executed in counterparts, each of which shall
be regarded as an original and all of which shall constitute one and the same
document.

      Section 16.  AMENDMENTS. This Agreement and the Remarketing
Underwriting Agreement may be amended by any instrument in writing signed by
the parties hereto.

      Section 17. NOTICES. Unless otherwise specified, any notices, requests,
consents or other communications given or made hereunder or pursuant hereto
shall be made in writing or transmitted by any standard form of
telecommunication, including telephone, telegraph or telecopy, and confirmed
in writing. All written notices and confirmations of notices by
telecommunication shall be deemed to have been validly given or made when
delivered or mailed, registered or certified mail, return receipt requested
and postage prepaid. All such notices, requests, consents or other
communications shall be addressed as follows: if to the Company, Affiliated
Managers Group, Inc., 600 Hale Street, Prides Crossing, MA 01965,

                                       8



Attention: Darrell W. Crate, with a copy to Goodwin Procter LLP, Exchange
Place, Boston, MA 02109-2881, Attention: Martin Carmichael; if to the
Remarketing Agent or Reset Agent (if Merrill Lynch, Pierce, Fenner & Smith
Incorporated is the Remarketing Agent or the Reset Agent), to Merrill Lynch,
Pierce, Fenner & Smith Incorporated, 4 World Financial Center, North Tower,
New York, New York 10080, Attention: Investment Banking, with a copy to
Sidley Austin Brown & Wood LLP, 875 Third Avenue, New York, NY 10022,
Attention: L. Markus Wiltshire; and if to the Purchase Contract Agent, to
First Union National Bank, 12 East 49th Street, New York, New York 10017,
Attention: Corporate Trust - NY 4040, or to such other address as any of the
above shall specify to the other in writing.

      Section 18. CONSENT TO JURISDICTION; MISCELLANEOUS. Each of the parties
hereto hereby expressly and irrevocably submits to the non-exclusive
jurisdiction of any competent court in the place of its domicile and any
United States Federal or New York State court sitting in the Borough of
Manhattan in The City of New York in any action, suit or proceeding arising
out of or relating to this Agreement or the transactions contemplated hereby
to the extent that such court has subject matter jurisdiction over the
controversy, and expressly and irrevocably waives, to the extent permitted
under applicable law, any immunity from the jurisdiction thereof and any
claim or defense in such action, suit or proceeding based on a claim of
improper venue, FORUM NON CONVENIENS or any similar basis to which it might
otherwise be entitled in any such action, suit or proceeding.

      Section 19. WAIVER OF IMMUNITIES. To the extent that the Company or any
of its properties, assets or revenues may have or may hereafter become
entitled to, or have attributed to them, any right of immunity, on the
grounds of sovereignty, from any legal action, suit or proceeding, from
set-off or counterclaim, from the jurisdiction of any court, from service of
process, from attachment upon or prior to judgment, or from attachment in aid
of execution of judgment, or from execution of judgment, other legal process
or proceeding for the giving of any relief or for the enforcement of any
judgment, in any jurisdiction in which proceedings may at any time be
commenced, with respect to their obligations, liabilities or any other matter
under or arising out of or in connection with this Agreement or any
additional agreement, the Company hereby irrevocably and unconditionally, to
the extent permitted by applicable law, waives and agrees not to plead or
claim any such immunity and consents to such relief and enforcement.

                                       9



      IN WITNESS WHEREOF, each of the Company, the Purchase Contract Agent
and the Remarketing Agent has caused this Agreement to be executed in its
name and on its behalf by one of its duly authorized officers as of the date
first above written.

                                    AFFILIATED MANAGERS GROUP, INC.

                                    By:  /s/ Darrell W. Crate
                                       ---------------------------------------
                                         Name:   Darrell W. Crate
                                         Title:  Chief Financial Officer



CONFIRMED AND ACCEPTED:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED



By: /s/ Jay C. Horgen
   -------------------------------
    Name:   Jay C. Horgen
    Title:  Vice President

FIRST UNION NATIONAL BANK
not individually but solely as Purchase Contract
Agent and as attorney-in-fact for the holders of
the Purchase Contracts

By: /s/ David Massa
   -------------------------------
    Name:   David Massa
    Title:  Vice President

                                       10



                                                                    Exhibit A to
                                                           Remarketing Agreement

                  FORM OF REMARKETING UNDERWRTING AGREEMENT

      Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
(the "Remarketing Underwriter") hereby agrees to purchase the Notes (the
"Securities"), that have been tendered by the holders of the Notes or the
Income PRIDES for sale on November 17, 2004.

      1. DEFINITIONS. Capitalized terms used and not defined in this
Agreement shall have the meanings assigned to them in the purchase contract
agreement (the "Purchase Contract Agreement"), the pledge agreement (the
"Pledge Agreement"), the underwriting agreement (the "Underwriting
Agreement"), each as identified in Schedule I hereto.

      2. REGISTRATION STATEMENT AND PROSPECTUS. If required (in the opinion
of counsel to either the Remarketing Underwriter or the Company) by
applicable law, the Company has filed with the Securities and Exchange
Commission, and there has become effective, a registration statement on Form
S-3 (No. 333-74558), including a prospectus, relating to the Securities. Such
registration statement, as amended to the date of this Agreement, is
hereinafter referred to as the "Registration Statement," the prospectus
included in the Registration Statement is hereinafter referred to as the
"Basic Prospectus" and the Basic Prospectus, as amended or supplemented to
the date of this Agreement to relate to the Securities and to the remarketing
of the Securities, is hereinafter referred to as the "Final Prospectus"
(including in each case all documents incorporated by reference).

      3. PROVISIONS INCORPORATED BY REFERENCE. (a) Subject to Section 3(b),
the provisions of the Underwriting Agreement shall be incorporated, as
applicable, into this Agreement and made applicable to the obligations of the
Remarketing Underwriter, except as explicitly amended hereby (with such
changes as the Company, the Purchase Contract Agent and the Remarketing Agent
may agree upon, it being understood that changes may be necessary in the
representations, warranties, covenants and other provisions hereof due to
changes in law or facts and circumstances).

      (b) With respect to the provisions of the Underwriting Agreement
incorporated herein, for the purposes hereof, (i) all references therein to
the "Underwriter" or "Underwriters" shall be deemed to refer to the
Remarketing Underwriter; (ii) all references therein to the "Securities"
which are the subject thereof shall be deemed to refer to the Securities as
defined herein; (iii) all references therein to the "Closing Date" shall be
deemed to refer to the Remarketing Closing Date specified in Schedule I
hereto (the "Remarketing Closing Date"); (iv) all references therein to the
"Registration Statement" and the "Prospectus" shall be deemed to refer to the
Registration Statement and the Final Prospectus, respectively, as defined
herein.

                                       A-1



      4. PURCHASE AND SALE; REMARKETING UNDERWRITING FEE. Subject to the
terms and conditions and in reliance upon the representations and warranties
herein set forth or incorporated by reference herein and in the Remarketing
Agreement, the Remarketing Agent agrees to use its reasonable efforts to
remarket, in the manner set forth in Section 2(b) of the Remarketing
Agreement, the aggregate principal amount, as the case may be, of Securities
set forth in Schedule I hereto at a purchase price not less than 100% of the
[Minimum Initial Remarketing Price]
[aggregate principal amount of the Securities]. In connection therewith, the
registered holder or holders thereof agree, in the manner specified in
Section 5 hereof, to pay to the Remarketing Agent a Remarketing Fee equal to
an amount not exceeding 25 basis points (0.25%) of
[the Minimum Initial Remarketing Price] [such aggregate principal amount,]
payable by deduction from any amount received in connection from such
[Initial][Secondary] Remarketing in excess of the
[Minimum Initial Remarketing Price]
[aggregate principal amount of the Securities]. The right of each holder of
Securities to have Securities tendered for purchase shall be limited to the
extent set forth in the last sentence of Section 2(b) of the Remarketing
Agreement (which is incorporated by reference herein). As more fully provided
in Section 2(c) of the Remarketing Agreement (which is incorporated by
reference herein), the Remarketing Agent is not obligated to purchase any
Securities in the remarketing or otherwise, and neither the Company nor the
Remarketing Agent shall be obligated in any case to provide funds to make
payment upon tender of Securities for remarketing.

      5. DELIVERY AND PAYMENT. Delivery of payment for the remarketed
Securities and payment of the Remarketing Underwriting Fee shall be made on
the Remarketing Closing Date (which shall be the Purchase Contract Settlement
Date) at the location and time specified in Schedule I hereto, which date and
time may be postponed by agreement between the Remarketing Underwriter, the
Company and the [registered holder or holders thereof]. Delivery of payment
for the remarketed Securities shall be [to or upon the order of the
[registered holder or holders of the remarketed Securities] by certified or
official bank check or checks drawn on or by a New York Clearing House bank
and payable in immediately available funds][in immediately available funds by
wire transfer to an account or accounts designated by the [Company]
[registered holder or holders of the remarketed Securities] or, if the
remarketed Securities are represented by a Global Security, by any method of
transfer agreed upon by the Remarketing Underwriter and the depositary for
the Securities.


      [It is understood that any registered holder or, if the Securities are
represented by a Global Security, any beneficial owner, that has an account at
the Remarketing Underwriter and tenders its Securities through such account
will not be required to pay any fee or commission to the Remarketing
Underwriter.]

      If the Securities are not represented by a Global Security, certificates
for the Securities shall be registered in such names and denominations as the
Remarketing Underwriter may request not less than three full business days in
advance of the Remarketing Closing Date, and the Company and the [registered
holder or holders thereof] agree to have such certificates

                                       A-2



available for inspection, packaging and checking by the Remarketing
Underwriter in New York, New York not later than 1:00 p.m. on the Business
Day prior to the Remarketing Closing Date.

      6. NOTICES. Unless otherwise specified, any notices, requests, consents
or other communications given or made hereunder or pursuant hereto shall be
made in writing or transmitted by any standard form of telecommunication,
including telephone, telegraph or telecopy, and confirmed in writing. All
written notices and confirmations of notices by telecommunication shall be
deemed to have been validly given or made when delivered or mailed,
registered or certified mail, return receipt requested and postage prepaid.
All such notices, requests, consents or other communications shall be
addressed as follows: if to the Company, to Affiliated Managers Group, Inc.,
600 Hale Street, Prides Crossing, MA 01965, Attention: Darrell W. Crate, with
a copy to Goodwin Procter LLP, Exchange Place, Boston, MA 02109-2881,
Attention: Martin Carmichael; if to the Remarketing Underwriter, to Merrill
Lynch, Pierce, Fenner & Smith Incorporated , 4 World Financial Center, North
Tower, New York, New York 10080, Attention: Investment Banking, with a copy
to Sidley Austin Brown & Wood LLP, 875 Third Avenue, New York, NY 10022,
Attention: L. Markus Wiltshire; and if to the Purchase Contract Agent, to
First Union National Bank, 12 East 49th Street, New York, New York 10017,
Attention: Corporate Trust NY 4040, or to such other address as any of the
above shall specify to the other in writing.

                                       A-3



      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company, the Purchase Contract Agent and the Remarketing
Underwriter.

                                          Very truly yours,

                                          AFFILIATED MANAGERS GROUP, INC.



                                          By:
                                             ---------------------------------
                                             Name:
                                             Title:



CONFIRMED AND ACCEPTED:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED



By:
   -----------------------------------
   Name:
   Title:

FIRST UNION NATIONAL BANK
not individually but solely as Purchase Contract
Agent and as attorney-in-fact for the holders
of the Purchase Contracts



By:
   -----------------------------------
   Name:
   Title:

                                       A-4



                                                                      SCHEDULE I

Purchase Contract Agreement dated as of December 21, 2001 by and between
Affiliated Managers Group, Inc., a Delaware company, and First Union National
Bank, a national banking association

Pledge Agreement dated as of December 21, 2001 by and between Affiliated
Managers Group, Inc., a Delaware company, and First Union National Bank, as
Collateral Agent, Custodial Agent and Securities Intermediary, and as
Purchase Contract Agent

Registration Statement No. 333-74558

Aggregate Principal Amount of Securities:  $200,000,000 ($230,000,000 if the
underwriters' overallotment option is exercised)

Underwriting Agreement, dated as of December 18, 2001 between Affiliated
Managers Group, Inc. and Merrill Lynch & Co. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Goldman Sachs & Co. and Morgan Stanley & Co.
Incorporated.

Remarketing Underwriting Fee:  0.25% (25 basis points)

Remarketing Closing Date, Time and Location: [Closing Date], [Time] and
[Location]

                                   SCH-I-1

[LETTERHEAD OF GOODWIN PROCTER LLP] December 21, 2001 Affiliated Managers Group, Inc. 600 Hale Street Prides Crossing, Massachusetts 01965 Re: ISSUANCE AND SALE OF FELINE PRIDES Ladies and Gentlemen: We have acted as tax counsel ("Tax Counsel") to Affiliated Managers Group, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the "Commission") of the Prospectus Supplement dated December 18, 2001 to the Prospectus dated December 10, 2001 (together, the "Prospectus"), which formed a part of the Registration Statement on Form S-3 (as amended, the "Registration Statement") under the Securities Act of 1933, as amended, with respect to the issuance of 8,000,000 (plus an additional 1,200,000 if the over-allotment option is exercised in full by the underwriters) FELINE PRIDES (the "FELINE PRIDES"), consisting of units (referred to as "Income PRIDES") initially comprised of (i) a purchase contract under which the holder agrees to purchase shares of common stock of the Company on November 17, 2004 (a "Purchase Contract") and (ii) a 6% Company Senior Note having a $25 stated principal amount (a "Senior Note"). All capitalized terms used in this opinion letter and not otherwise defined herein shall have the meaning ascribed to such terms in the Registration Statement. In delivering this opinion letter, we have reviewed and relied upon: (i) the Prospectus; (ii) a form of the Indenture; (iii) a form of the Supplemental Indenture; (iv) a form of the Senior Note; (v) a form of the Purchase Contract Agreement; (vi) forms of the Global Growth PRIDES Certificates; (vii) forms of the Global Income PRIDES Certificates; (viii) a form of the Remarketing Agreement; (ix) a form of the Pledge Agreement; (x) a form of the Underwriting Agreement. We also have examined and relied upon originals, or duplicates or certified or conformed copies, of such records of the Company and such other documents, certificates, representations and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein. In our examination of such material, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all copies of documents submitted to us. In addition, we also have assumed that any and all factual representations made to us are true, correct and complete and that the

transactions related to the issuance of the FELINE PRIDES, the Income PRIDES, and the Senior Notes will be consummated in accordance with the terms of the documents and forms of documents described herein. If any of the above described assumptions are untrue for any reason or if the issuance of the FELINE PRIDES, the Income PRIDES, and the Senior Notes is consummated in a manner that is inconsistent with the manner in which it is described in the Prospectus, our opinions as expressed below may be adversely affected and may not be relied upon. On the basis of the foregoing, we are of the opinion that under current United States federal income tax law (i) the 6% Senior Notes will be classified as indebtedness for United States federal income tax purposes, and (ii) the statements made in the Prospectus under the caption "Certain Federal Income Tax Consequences" insofar as they purport to constitute summaries of matters of United States federal tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all materials respects. We express no opinion with respect to the transactions referred to herein or in the Prospectus other than as expressly set forth herein. Our opinions are based upon the Internal Revenue Code of 1986, as amended, the Treasury regulations promulgated thereunder and other relevant authorities and law, all as in effect on the date hereof. Consequently, future changes in the law may cause that tax treatment of the transactions referred to herein to be materially different from that described in the Prospectus. We disclaim any undertaking to advise you of any subsequent changes of the matters stated, represented or assumed herein or any subsequent changes in applicable law, regulations or interpretations thereof. We do not express any opinion herein concerning any law other than the federal law of the United States. We consent to the filing of this opinion as an exhibit to the Form 8-K to be filed with the Securities and Exchange Commission and to the use of our name in the

Registration Statement under the caption "Certain Federal Income Tax Consequences" and "Validity of the Notes". Very truly yours, /s/ Goodwin Procter LLP Goodwin Procter LLP