Exhibit 4.2


 




 


 





AFFILIATED MANAGERS GROUP, INC.


 


AND


 


THE
BANK OF NEW YORK,

as Purchase Contract Agent


 


 










 


PURCHASE
CONTRACT AGREEMENT


 










 


 


Dated
as of February 12, 2004


 




 





 
















 


TABLE
OF CONTENTS


 


	
   

  	
  Page

  
	
  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.

  	
  12

  
	
  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.

  	
  Certificated PRIDES.

  	
  20

  
	
  Section 3.7.

  	
  Notices to Holders.

  	
  21

  
	
  Section 3.8.

  	
  Mutilated, Destroyed, Lost and Stolen
  Certificates.

  	
  21

  
	
  Section 3.9.

  	
  Persons Deemed Owners.

  	
  22

  
	
  Section 3.10.

  	
  Cancellation.

  	
  22

  
	
  Section 3.11.

  	
  Establishment of Growth PRIDES.

  	
  22

  
	
  Section 3.12.

  	
  Reestablishment of Income PRIDES.

  	
  24

  
	
  Section 3.13.

  	
  Transfer of Collateral upon
  Occurrence of Termination Event.

  	
  25

  
	
  Section 3.14.

  	
  CUSIP Numbers.

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  THE SENIOR NOTES

  	
   

  



 


i
















 


	
  Section 4.1.

  	
  Interest and Other Payments; Rights
  to Payments Preserved; Interest Rate Reset; Notice.

  	
  26

  
	
  Section 4.2.

  	
  Notice and Voting.

  	
  27

  
	
  Section 4.3.

  	
  Tax Event Redemption.

  	
  28

  
	
  Section 4.4.

  	
  Consent to Treatment for Tax
  Purposes.

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  THE PURCHASE CONTRACTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.1.

  	
  Purchase of Common Stock.

  	
  29

  
	
  Section 5.2.

  	
  Contract Adjustment Payments.

  	
  30

  
	
  Section 5.3.

  	
  Initial Remarketing.

  	
  31

  
	
  Section 5.4.

  	
  Payment of Purchase Price.

  	
  32

  
	
  Section 5.5.

  	
  Issuance of Common Stock.

  	
  36

  
	
  Section 5.6.

  	
  Adjustment of Settlement Rate.

  	
  36

  
	
  Section 5.7.

  	
  Notice of Adjustments and Certain
  Other Events.

  	
  42

  
	
  Section 5.8.

  	
  Termination Event; Notice.

  	
  43

  
	
  Section 5.9.

  	
  Early Settlement.

  	
  43

  
	
  Section 5.10.

  	
  No Fractional Shares.

  	
  44

  
	
  Section 5.11.

  	
  Charges and Taxes.

  	
  45

  
	
  Section 5.12.

  	
  Early Settlement Upon Merger.

  	
  45

  
	
  Section 5.13.

  	
  Early Settlement Upon Significant
  Corporate Action.

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.1.

  	
  Unconditional Right of Holders to
  Receive Contract Adjustment Payments and to Purchase Common Stock.

  	
  48

  
	
  Section 6.2.

  	
  Restoration of Rights and Remedies.

  	
  48

  
	
  Section 6.3.

  	
  Rights and Remedies Cumulative.

  	
  48

  
	
  Section 6.4.

  	
  Delay or Omission Not Waiver.

  	
  48

  
	
  Section 6.5.

  	
  Undertaking for Costs.

  	
  49

  
	
  Section 6.6.

  	
  Waiver of Stay or Extension Laws.

  	
  49

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  THE AGENT

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.1.

  	
  Certain Duties and Responsibilities.

  	
  49

  
	
  Section 7.2.

  	
  Notice of Default.

  	
  50

  
	
  Section 7.3.

  	
  Certain Rights of Agent.

  	
  50

  
	
  Section 7.4.

  	
  Not Responsible for Recitals or
  Issuance of Securities.

  	
  51

  
	
  Section 7.5.

  	
  May Hold Securities.

  	
  52

  
	
  Section 7.6.

  	
  Money Held in Custody.

  	
  52

  
	
  Section 7.7.

  	
  Compensation and Reimbursement.

  	
  52

  
	
  Section 7.8.

  	
  Corporate Agent Required;
  Eligibility.

  	
  52

  
	
  Section 7.9.

  	
  Resignation and Removal, Appointment
  of Successor.

  	
  53

  
	
  Section 7.10.

  	
  Acceptance of Appointment by
  Successor.

  	
  54

  



 


ii
















 


	
  Section 7.11.

  	
  Merger, Conversion, Consolidation or
  Succession to Business.

  	
  54

  
	
  Section 7.12.

  	
  Preservation of Information;
  Communications to Holders.

  	
  55

  
	
  Section 7.13.

  	
  No Obligations of Agent.

  	
  55

  
	
  Section 7.14.

  	
  Tax Compliance.

  	
  55

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  SUPPLEMENTAL AGREEMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.1.

  	
  Supplemental Agreements Without
  Consent of Holders.

  	
  56

  
	
  Section 8.2.

  	
  Supplemental Agreements With Consent of
  Holders.

  	
  56

  
	
  Section 8.3.

  	
  Execution of Supplemental Agreements.

  	
  57

  
	
  Section 8.4.

  	
  Effect of Supplemental Agreements.

  	
  57

  
	
  Section 8.5.

  	
  Reference to Supplemental Agreements.

  	
  57

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  CONSOLIDATION, MERGER, SALE OR CONVEYANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.1.

  	
  Covenant Not to Merge, Consolidate,
  Sell or Convey Property Except Under Certain Conditions.

  	
  58

  
	
  Section 9.2.

  	
  Rights and Duties of Successor
  Corporation.

  	
  58

  
	
  Section 9.3.

  	
  Opinion of Counsel Given to Agent.

  	
  59

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.1.

  	
  Performance Under Purchase
  Contracts.

  	
  59

  
	
  Section 10.2.

  	
  Maintenance of Office or Agency.

  	
  59

  
	
  Section 10.3.

  	
  Company to Reserve Common Stock.

  	
  60

  
	
  Section 10.4.

  	
  Covenants as to Common Stock.

  	
  60

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of Income PRIDES Certificate

  	
  A-1

  
	
  EXHIBIT B

  	
  Form of Growth PRIDES Certificate

  	
  B-1

  
	
  EXHIBIT C

  	
  Instruction to Collateral Agent

  	
  C-1

  
	
  EXHIBIT D

  	
  Instruction to Purchase Contract Agent

  	
  D-1

  
	
  EXHIBIT E

  	
  Notice to Settle with Separate Cash

  	
  E-1

  



 


iii
















 


PURCHASE CONTRACT AGREEMENT,
dated as of February 12, 2004, between Affiliated Managers Group, Inc., a
company duly organized and existing under the laws of the State of Delaware
(the “Company”), and The Bank of New York, a New York banking corporation,
acting as purchase contract agent for the Holders of Securities from time to time
(the “Agent” or “Purchase Contract 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 and legally binding 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 of 1933, as
amended, or any successor rule thereunder.


 
















 


“Agent” or “Purchase Contract
Agent” means the Person named as the “Agent” or “Purchase Contract Agent” in
the first paragraph of this instrument until a successor Agent or Purchase
Contract Agent shall have become such pursuant to the applicable provisions of
this Agreement, and thereafter “Agent” or “Purchase Contract 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 Benchmark
Treasury” on a particular determination date shall mean 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, after giving effect to any extension of the maturity date of the Senior
Notes on the Reset Date, as applicable, as agreed upon by the Company and the
Reset Agent.  The yield for the
Applicable Benchmark Treasury will be the bid side yield displayed at
10:00 A.M., New York City time, on the third Business Day immediately
preceding the Reset Date in the Telerate system (or if the Telerate system is
(a) no longer available on such Business Day or (b) in the opinion of
the Reset Agent (after consultation with the Company) no longer an appropriate
system from which to obtain such yield, such other nationally recognized
quotation system as, in the opinion of the Reset Agent (after consultation with
the Company), is appropriate).  If such
yield is not so displayed, the yield for the Applicable Benchmark Treasury
shall be, as calculated by the Reset Agent, the yield to maturity for the
Applicable 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 third Business Day immediately
preceding the Reset 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).


 


“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) an 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 February 17, 2008 and (B) for the originally scheduled quarterly
interest payment date on the Senior Notes that would have occurred after a
Successful Initial Remarketing or a Successful Final 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, an 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 (i) on any date prior to the Reset Date or, if there is a Failed
Final Remarketing, prior to the Purchase Contract Settlement Date, the
aggregate principal amount of Senior Notes that are components of Income PRIDES
on such date or (ii) on any date on or after the Reset Date or, if there
is a Failed Final Remarketing, on or after the Purchase Contract Settlement
Date, the aggregate principal amount of the Senior Notes outstanding on such
date.


 


2
















 


“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 Remarketing Announcement
Date, is currently anticipated to be The Wall Street Journal (NYC edition).


 


“Authorized Officer” means 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 of the Company performing
similar functions and authorized to act in respect of matters relating to this
Agreement.


 


“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.


 


“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.


 


“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 5.12(a).


 


“Cash Settlement” has the
meaning set forth in Section 5.4(a)(i).


 


“Certificate” means an Income
PRIDES Certificate or a Growth PRIDES Certificate.


 


“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 The
Bank of New York, a New York banking corporation, 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 3.11.


 


“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.


 


3
















 


“Contract Adjustment Payments”
means the amounts payable by the Company in respect of each Purchase Contract
issued in connection with the Income PRIDES and the Growth PRIDES, which
amounts shall be equal to 2.525% per annum of the Stated Amount; computed on
the basis of a 360-day year of twelve 30-day months.


 


“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 101 Barclay Street, Floor 8W, New York, New York
10286, Attn: Corporate Trust Administration (Fax No. 212-815-5707).


 


“Coupon Rate” means the
percentage rate per annum at which each Senior Note will bear interest.


 


“Current Market Price” has the
meaning specified in Section 5.6(a)(10).


 


“Early Settlement” has the
meaning specified in Section 5.9(a).


 


“Early Settlement Amount” has
the meaning specified in Section 5.9(a).


 


“Early Settlement Date” has
the meaning specified in Section 5.9(a).


 


“Early Settlement Rate” has
the meaning specified in Section 5.9(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 5.6(a)(7).


 


“Failed Final Remarketing” has
the meaning specified in Section 5.4(b).


 


“Failed Initial Remarketing”
has the meaning specified in Section 5.3.


 


“Final Remarketing” has the
meaning specified in Section 5.4(b).


 


“Final Remarketing Date” means
the third Business Day immediately preceding the Purchase Contract Settlement
Date.


 


“Growth PRIDES” means the
collective rights and obligations of a holder of a Growth PRIDES Certificate in
respect of an 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.


 


4
















 


“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.


 


“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 as of December 21, 2001, between the Company and Wachovia
Bank, National Association (as successor to First Union National Bank), as
trustee, as amended by a Replacement Trustee Agreement, by and between The Bank
of New York and the Company, as supplemented by a second supplemental
indenture, to be dated February 12, 2004 between The Bank of New York, as
trustee, and the Company, establishing the Senior Notes.


 


“Initial Remarketing” has the
meaning specified in Section 5.3.


 


“Initial Remarketing Date(s)”
means, unless there has been a successful remarketing of the Senior Notes prior
to such date, one or more Business Days selected by the Company as a date on
which the Remarketing Agent shall remarket the Senior Notes, provided that no
more than five Remarketing Dates shall occur between August 12, 2007 and
the fifth Business Day immediately preceding the Purchase Contract Settlement
Date.


 


“Interest Payment Date” with
respect to the Senior Notes, has the meaning set forth in the Indenture.


 


“Issuer Order” or “Issuer
Request” means a written order or request signed in the name of the Company by
an Authorized Officer and delivered to the Agent.


 


“Merger Early Settlement” has
the meaning set forth in Section 5.12(a).


 


“Merger Early Settlement Date”
has the meaning set forth in Section 5.12(a).


 


“NYSE” has the meaning
specified in Section 5.1.


 


“Officer’s Certificate” means
a certificate signed by an Authorized Officer 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.


 


5
















 


“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


 


(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 Securities, 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 May
17, 2004.


 


“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.


 


6
















 


“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.


 


“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.


 


“Primary Treasury Dealer”
means a primary U.S. government securities dealer in New York City.


 


“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 (A) to sell and the Holder of such
Security to purchase Common Stock equal to the applicable Settlement Rate, and
(B) to pay the Holder Contract Adjustment Payments on the terms and
subject to the conditions set forth in Article V hereof.


 


“Purchase Contract Settlement
Date” means February 17, 2008.


 


“Purchase Contract Settlement
Fund” has the meaning specified in Section 5.5.


 


“Purchase Price” has the
meaning specified in Section 5.1.


 


“Purchased Shares” has the
meaning specified in Section 5.6(a)(7).


 


“Quotation Agent” means
(i) Merrill Lynch Government Securities, Inc. or its successor, provided,
however, that, if the foregoing shall cease to be a Primary Treasury Dealer,
the Company shall substitute therefor another Primary Treasury Dealer, and (ii) any
other Primary Treasury Dealer selected by the Company.


 


7
















 


“Record Date” for the
distribution payable in respect of the Senior Notes or the Applicable Ownership
Percentage of the Treasury Portfolio and Contract Adjustment Payments payable
on any Payment Date means a day selected by the Company which shall be at least
one Business Day but no more than 60 Business Days prior to such Payment Date.


 


“Redemption Amount” means
(i) in the case of a Tax Event Redemption occurring prior to the Reset
Date or, if there is a Failed Initial Remarketing, prior to the Purchase
Contract Settlement Date, for each Senior Note, the product of the principal
amount of such Senior Note and a fraction whose numerator is the Treasury
Portfolio Purchase Price and whose denominator is the aggregate principal
amount of Senior Notes that are components of Income PRIDES, and (ii) in
the case of a Tax Event Redemption occurring on or after the Reset Date or, if
there is a Failed Initial Remarketing, on or after the Purchase Contract
Settlement Date, for each Senior Note, the product of the principal amount of
such Senior Note and a fraction whose numerator is the Treasury Portfolio
Purchase Price and whose denominator is the sum of the aggregate principal
amount of the Senior Notes outstanding on the Tax Event Redemption Date.


 


“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.


 


“Reference Price” has the
meaning specified in Section 5.1.


 


“Register” means the Income
PRIDES Register and the Growth PRIDES Register.


 


“Registrar” means the Income
PRIDES Registrar and the Growth PRIDES Registrar.


 


“Remarketing Agent” has the
meaning specified in Section 5.3.


 


“Remarketing Agreement” means
the Remarketing Agreement, dated as of the date hereof, by and among the
Company, the Remarketing Agent and the Agent.


 


“Remarketing Announcement
Date” means the seventh Business Day immediately preceding each proposed Reset
Date.


 


“Remarketing Date” means each
of the Initial Remarketing Date and the Final Remarketing Date.


 


“Remarketing Fee” means 25
basis points (0.25%) of the aggregate principal amount of the remarketed Senior
Notes if the maturity date of the remarketed Senior Notes is on or prior to the
Purchase Contract Settlement Date, or, if the maturity date of the Senior Notes
is extended on the Reset Date to after February 17, 2010, such other
amount as agreed between the Company and the Remarketing Agent.


 


“Reorganization Event” has the
meaning specified in Section 5.6(b).


 


“Reset Agent” means a
nationally recognized investment banking firm chosen by the Company to
determine the Reset Rate.


 


8
















 


“Reset Date” means the third
Business Day immediately following the Initial 
Remarketing Date on which the Senior Notes are successfully remarketed
or the Final Remarketing Date if the Senior Notes are successfully remarketed
on such date.


 


“Reset Rate” means the Coupon
Rate to be in effect for the Senior Notes on and after the Reset Date and
determined as provided in Section 4.1.


 


“Reset Spread” means
(a) in the case of the Reset Rate to be determined on an Initial
Remarketing Date, a spread amount to be determined by the Reset Agent on the
applicable Remarketing 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 100.25% of the Treasury Portfolio Purchase Price on
an Initial Remarketing Date and (b) in the case of the Reset Rate to be
determined on the Final Remarketing Date, a spread amount determined by the
Reset Agent on the applicable Remarketing 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 aggregate
market value of 100.25% of their principal amount on the Final 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.


 


“Security” means an Income
PRIDES or a Growth PRIDES.


 


“Senior Indebtedness” means
indebtedness of any kind of the Company (including the Senior Notes) unless the
instrument under which such indebtedness is incurred expressly provides that it
is in parity or subordinate in right of payment to the Contract Adjustment
Payments.


 


“Senior Notes” means the
series of senior notes of the Company designated 4.125% Senior Notes initially
due 2010, to be issued under the Indenture as of the date hereof.


 


“Settlement Rate” has the
meaning specified in Section 5.1.


 


“Significant Corporate Action”
has the meaning specified in Section 5.6(a)(8).


 


“Significant Corporate Action
Early Settlement” has the meaning specified in Section 5.13.


 


“Significant Corporate Action
Early Settlement Date” has the meaning specified in Section 5.13.


 


“Stated Amount” means $1,000,
which is equal to the stated amount of an Income PRIDES and the stated amount
of a Growth PRIDES, as the case may be.


 


“Successful Initial
Remarketing” has the meaning specified in Section 5.3.


 


“Successful Final Remarketing”
has the meaning specified in Section 5.4(b).


 


9
















 


“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 the Reset Date or, in the event of failed 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 the Reset Date
or, in the event of a failed 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 5.6(a)(7).


 


“Termination Date” means the
date, if any, on which a Termination Event occurs.


 


“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 


 


10
















 


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.


 


“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 (i) principal
or interest strips of U.S. Treasury securities that mature on or prior to
February 15, 2008 in an aggregate amount equal to the Applicable Principal
Amount and (ii) with respect to the originally scheduled Interest Payment Dates
on the Senior Notes that occur after a Successful Initial Remarketing or a
Successful Final Remarketing, or with respect to each originally scheduled
Interest Payment Dates on the Senior Notes that occur after the Tax Event
Redemption Date and on or before February 17, 2008, in the case of a Tax Event
Redemption, interest or principal strips of U.S. Treasury securities that
mature on or prior to that Interest Payment Date 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 Final 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 the Tax Event Redemption Date for the purchase of the
Treasury Portfolio for settlement on the Tax Event Redemption Date.


 


“Treasury Security” means a
zero-coupon U.S. Treasury security with a principal amount at maturity equal to
$1,000 and maturing on February 15, 2008 (or, if the maturity date of the
Senior Notes is extended to a later date, on such later maturity date).


 


“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 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.


 


11
















 


Every certificate or opinion
with respect to compliance with a condition or covenant provided for in this
Agreement shall include:


 


(1)                                  a
statement that each 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 each 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 each 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 of Counsel 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.


 


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 


 


12
















 


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.


 


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 


 


13
















 


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 The Bank of New York, 101 Barclay Street, Floor 8W, New York, New York
10286, Attn: Corporate Trust Administration (Fax No. 212-815-5707), 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 The Bank of New York, 101
Barclay Street, Floor 8W, New York, New York 10286, Attn: Corporate Trust
Administration (Fax No. 212-815-5707), 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 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 


 


14
















 


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 Payment
Date shall not be a Business Day, then (notwithstanding any other provision of
this Agreement or the Income PRIDES Certificates or the Growth PRIDES
Certificates) payment of the Contract Adjustment Payments, if any, shall not be
made on such date, but such payments shall be made on the next succeeding
Business Day with the same force and effect as if made on such Payment Date,
and no interest shall accrue or be payable by the Company or any Holder for the
period from and after any such Payment Date, except that, if such next succeeding
Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day with the same force and effect
as if made on such Payment Date.


 


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,


 


15
















 


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.


 


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.


 


16
















 


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 set forth as
Exhibit A hereto.


 


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 set forth as
Exhibit B hereto.


 


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 will initially be 250,000, 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, 3.8, 3.11, 3.12, 5.9 or 8.5. Growth PRIDES will be
issued only in the manner described in Section 3.13 hereof.  The Company may from time to time authorize
and issue additional PRIDES that will constitute a single series with the
PRIDES referred to in the prior sentence without the consent of the Holders
thereof.


 


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
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.


 


17
















 


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 an undivided
beneficial ownership interest in a Treasury Security, subject to the Pledge of
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.  The Agent as attorney-in-fact
for, and on behalf of, the Holder of each Growth PRIDES shall pledge, pursuant
to the Pledge Agreement, each Treasury Security forming a part of such Growth
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 Treasury
Security for the benefit of the Company, to secure the obligation of the Holder
under one Purchase Contract to purchase the Common Stock of the Company.  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 3.11 and 3.12 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 any Authorized Officer and delivered to
the Agent. The signature of any such officer on the Certificates may be manual
or facsimile.


 


Certificates bearing the
manual or facsimile signatures of individuals who were at any time an
Authorized Officer 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.


 


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 


 


18
















 


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 forms set forth in Exhibit A and 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 of 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.


 


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, 


 


19
















 


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 Company or 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 V hereof.


 


Section 3.6.                                   Certificated PRIDES.


 


The
Certificates, on original issuance, will be issued in the form of fully
registered definitive Certificates to be delivered to the Holders of such
Certificates.


 


20
















 


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.


 


Section 3.8.                                   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 either 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 V hereof.


 


Upon the issuance of any new
Certificate under this Section, 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 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 


 


21
















 


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.


 


Section 3.9.                                   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
distributions on the maturing interest strips of the Treasury Portfolio, as
applicable, receiving payments of Contract Adjustment Payments, performance of
the Purchase Contracts and for all other purposes whatsoever, whether or not
any interest on the Senior Notes or the Contract Adjustment Payments payable in
respect of the Purchase Contracts constituting a part of the Income PRIDES or
Growth PRIDES evidenced thereby 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.


 


Section 3.10.                             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 3.11.                             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 


 


22
















 


Ownership
Interest of the Treasury Portfolio, as the case may be, Treasury Securities in
an 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.


 


In the event a Holder making a
Collateral Substitution pursuant to this Section 3.11 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 


 


23
















 


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 3.11, 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 3.12.                             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;


 


(ii)                                  transfer
the Treasury Securities to the Holder; and


 


24
















 


(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.


 


In the event a Holder
re-establishing Income PRIDES pursuant to this Section 3.12 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 3.12, 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 3.13.                             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 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 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 


 


25
















 


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 3.14.                             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; Interest Rate Reset; Notice.


 


A payment of interest on the
Senior Notes or distribution with respect to the appropriate Applicable
Ownership Interest in the Treasury Portfolio, as the case may be, which is paid
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
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
Income PRIDES 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 


 


26
















 


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, payments of interest on the related Senior Notes or distributions
with respect to 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 Note.


 


The Senior Notes shall bear
interest at the Reset Rate from the Reset Date. 
The Reset Rate shall equal the sum of (i) the Reset Spread and
(ii) the yield on the Applicable Benchmark Treasury in effect on the third
Business Day immediately preceding the Reset Date and shall be determined by
the Reset Agent; provided that the Reset Rate will in no event exceed the
maximum rate permitted by applicable law. 
On each Remarketing Announcement Date, the Reset Agent will establish
the Reset Spread to be added to the yield on the Applicable Benchmark Treasury
expected to be in effect on the Remarketing Date.  On the Business Day immediately following the
Remarketing Announcement Date, the Company will cause a notice of (a) the
Reset Spread and the Applicable Benchmark Treasury, (b) any change in the
scheduled Interest Payment Dates and maturity date of the Senior Notes that
will become effective on the Reset Date upon a successful remarketing and
(c) if applicable, the percentage of the undivided beneficial ownership
interest, to be published in an Authorized Newspaper.  In the event of a Failed Final Remarketing,
the Coupon Rate will not be reset and the Senior Notes will continue to bear
interest at the Coupon Rate effective at the time the Senior Notes were
initially issued.


 


Section 4.2.                                   Notice and Voting.


 


Under and subject to 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 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 constituting a part of such Holder’s
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.


 


27
















 


Section 4.3.                                   Tax Event Redemption.


 


Upon the occurrence of a Tax
Event Redemption prior to the Reset Date, 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 the Reset Date, 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.


 


Section 4.4.                                   Consent
to Treatment for Tax Purposes.


 


Each Holder and beneficial
owner of the Securities, by its acceptance thereof, covenants and agrees to
treat itself as the owner, for federal, state and local income and franchise
tax purposes of (i) the related Senior Notes or the appropriate Applicable
Ownership Interest of the Treasury Portfolio, in the case of the Income PRIDES,
or (ii) the Treasury Securities, in the case of the Growth PRIDES.   The Company, and by purchasing and accepting
the Securities or the Senior Notes, each Holder and beneficial owner of the
Securities or a holder or beneficial owner of the Senior Notes, as the case may
be, will be deemed to have agreed to treat for all United States federal income
tax purposes the Senior Notes as “contingent payment debt instruments” as the
term is used in Treasury regulation section 1.1275-4.  The Company covenants and agrees and each
Holder and beneficial owner of the Income PRIDES, by its acceptance thereof,
further covenants and agrees (i) to treat the Senior Notes as indebtedness of
the Company for federal, state and local income and franchise tax purposes and
(ii) to allocate $1,000.00 of the issue price of an Income PRIDES to the Senior
Note and $0.00 of the issue price to the Purchase Contract.


 


28
















 


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 5.9
hereof, obligate the Holder of the related Security to purchase, and the
Company to 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 the number of shares of Common Stock per Purchase Contract
equal to (a) if the Applicable Market Value (as defined below) is equal to or
greater than $127.28 (the “Threshold Appreciation Price”), the difference of
the two following fractions: (i) the Stated Amount divided by $83.19 (the
“Reference Price”) and (ii) $530 divided by the Applicable Market Value, (b) if
the Applicable Market Value is less than the Threshold Appreciation Price, but
is greater than the Reference Price, the Stated Amount divided by the
Applicable Market Value and (c) if the Applicable Market Value is less than or
equal to the Reference Price, 12.0207 shares of Common Stock per Purchase
Contract, which is equal to the Stated Amount divided by the Reference Price,
in each case subject to adjustment as provided in Section 5.6 (and in each
case rounded upward or downward to the nearest 1/10,000th of a share). As
provided in Section 5.10, no fractional shares of Common Stock will be
issued upon settlement of Purchase Contracts.


 


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.


 


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 national or regional
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 sale price on and 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 Closing Price means the market value of the Common Stock on such
date 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.


 


29
















 


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 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, except as may be required by the
Agent pursuant hereto), 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.                                   Contract Adjustment Payments.


 


The Company shall pay, on each
Payment Date, the Contract Adjustment Payments payable in respect of each
Purchase Contract to the Person in whose name a Certificate (or one or more
predecessor Certificates) is registered on the Register at the close of
business on the Record Date next preceding such Payment Date.  The Contract Adjustment Payments will be
payable at the Corporate Trust Office or, at the option of the Company, by
check mailed to the address of the Person entitled thereto at such Person’s
address as it appears on the Income PRIDES Register or Growth PRIDES Register
or by wire transfer to an account appropriately designated in writing by the
Person entitled to payment.


 


Payments of the Contract
Adjustment Payments shall be made net of any amounts that the Company or the
Agent, in their sole discretion, reasonably determine
should be withheld therefrom and paid to any taxing authority.  For all purposes of this Agreement and any
other agreement related to the PRIDES, any such amounts so withheld shall be
treated as paid to the Holder of Securities.


 


30
















 


Upon the occurrence of a
Termination Event, the Company’s obligation to pay Contract Adjustment Payments
(including any accrued Contract Adjustment Payments) shall cease.


 


Each Certificate delivered
under this Agreement upon registration of transfer of or in exchange for or in
lieu of any other Certificate (including as a result of a Collateral
Substitution or the reestablishment of an Income PRIDES) shall carry the rights
to Contract Adjustment Payments accrued and unpaid, and to accrue Contract
Adjustment Payments, which were carried by the Purchase Contracts which were
represented by such other Certificates.


 


Subject to Section 5.9,
in the case of any Security with respect to which Early Settlement of the
underlying Purchase Contract is effected on an Early Settlement Date that is
after any Record Date and on or prior to the next succeeding Payment Date,
Contract Adjustment Payments, if any, otherwise payable on such Payment Date
shall be payable on such Payment Date notwithstanding such early settlement,
and such Contract Adjustment Payments shall, subject to receipt thereof by the
Agent, be payable to the Person in whose name the Certificate evidencing such
Security (or one or more predecessor Certificates) was registered at the close
of business on such Record Date.  Except
as otherwise expressly provided in the immediately preceding sentence, in the
case of any Security with respect to which Early Settlement of the underlying
Purchase Contract is effected on an Early Settlement Date, Contract Adjustment
Payments that would otherwise be payable after the Early Settlement Date with
respect to such Purchase Contract shall not be payable.


 


The Company’s obligations with
respect to Contract Adjustment Payments (including any accrued Contract
Adjustment Payments), will be subordinated and junior in right of payment to
the Company’s obligations under any Senior Indebtedness.  Upon any payment or distribution of the Company’s
assets to its creditors upon any dissolution, winding up, liquidation or
reorganization, whether voluntary or involuntary, or in bankruptcy, insolvency,
receivership or other similar proceedings, the holders of all Senior
Indebtedness shall first be entitled to receive payment in full of all amounts
due or to become due thereon, or payment of such amounts shall have been
provided for, before the holders of the Securities shall be entitled to receive
any Contract Adjustment Payments.


 


No payment of Contract
Adjustment Payments may be made if (i) any payment default on any Senior
Indebtedness has occurred and is continuing beyond any applicable grace period;
or (ii) any default other than a payment default with respect to Senior
Indebtedness occurs and is continuing that permits the acceleration of the
maturity thereof and the Agent receives a written notice of such default from
the Company or the holders of such Senior Indebtedness.


 


Section 5.3.                                   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 on an Initial Remarketing Date selected by the Company (the
“Initial Remarketing”). 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 an 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 


 


31
















 


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 an Initial Remarketing Date,
use its reasonable efforts to remarket such Senior Notes on such date at a
price of approximately 100.25% (but not less than 100%) of the Treasury Portfolio
Purchase Price plus a remarketing fee (“Remarketing Fee”) which shall be (i) an
amount equal to 25 basis points (0.25%) of the aggregate principal amount of
the remarketed Senior Notes if the remarketed Senior Notes mature on or prior
to February 17, 2010 or (ii) such other amount as agreed between the
Company and the Remarketing Agent if the maturity date of the Senior Notes is
otherwise extended on the Reset Date to a date after February 17,
2010.  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.  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 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, (1) 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 or (2) a
remarketing has not occurred because a condition precedent to the remarketing
has not been fulfilled, in each case, the remarketing will be deemed to have
failed, the Senior Notes will continue to be a component of the Income PRIDES
and another Initial Remarketing may be attempted according to the procedures
set forth in this Section 5.3.  If
the Remarketing Agent has failed to remarket the Senior Notes on up to five
separate dates prior to the fifth Business Day preceding the Purchase Contract
Settlement Date, this shall be referred to as a “Failed Initial
Remarketing”.  The Company will cause a
notice of a Failed Initial Remarketing to be published in an Authorized
Newspaper.


 


Section 5.4.                                   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 


 


32
















 


described in
Section 5.9, 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 seventh 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 in
accordance with paragraph (a)(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 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.


 


(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 parry 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)(1) above will be sold by the Remarketing Agent (the “Final
Remarketing”) on the third Business Day immediately preceding the Purchase
Contract Settlement Date (the “Final Remarketing Date”). The Agent shall
notify, by 10:00 a.m., New York City time, on the Business Day immediately
preceding the Final 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 Final Remarketing Date, use its reasonable
efforts to remarket such Senior Notes on such date at a price of approximately
100.25% (but not less than 100%) of the aggregate principal amount of such
Senior Notes plus the Remarketing Fee. 
If the Remarketing Agent is able to remarket the Senior Notes at a price
equal to or greater than 100% 


 


33
















 


of the aggregate
principal amount of Senior Notes (a “Successful Final Remarketing”), the
Remarketing Agent will remit the entire amount of the proceeds from such
Successful Final Remarketing to the Collateral Agent. 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,
(i) 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 or (2) a remarketing has not occurred because a
condition precedent to the remarketing has not been fulfilled, in each case the
remarketing will be deemed to have failed (a “Failed Final 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 Final Remarketing to be
published on the second Business Day immediately preceding the Purchase
Contract Settlement Date in an Authorized Newspaper.


 


(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 Final 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, (1) 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 5.9 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 


 


34
















 


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.


 


(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.


 


35
















 


Section 5.5.                                   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 5.6(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 V (after taking into account all Securities
then held by such Holder) together with cash in lieu of fractional shares as
provided in Section 5.10 and any dividends or distributions with 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 5.6.                                   Adjustment of Settlement Rate.


 


(a)                                  Adjustments for Dividends, Distributions,
Stock Splits, Etc.


 


(1)                                  In case the Company shall
pay or make a cash dividend or other cash distribution on the Common Stock, the
Reference Price and Threshold Appreciation Price used to calculate 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 adjusted by multiplying each of the
Reference Price and Threshold Appreciation Price by a fraction, (i) the
numerator of which shall be the Current Market Price of the Common Stock on the
dividend “ex date” minus the amount per share of cash dividend and (ii) the
denominator of which will be the Closing Price of the Common Stock.  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 on such exchange or in such market
without the right to receive such issuance or distribution.


 


36
















 


(2)                                  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 (2), 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.


 


(3)                                  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 (3), the 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.


 


(4)                                  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 


 


37
















 


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.


 


(5)                                  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, options or warrants referred to in paragraph (3) of this Section,
any dividend or distribution paid exclusively in cash and any dividend or
distribution referred to in paragraphs (1) or (2) 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 share
of Common Stock, 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 (5) is applicable, paragraph (3) of this Section shall not
be applicable.


 


(6)                                  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 5.6(b) applies or as part of a distribution referred to in
paragraph (5) 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 (6) or paragraph (7) 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
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.


 


(7)                                  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 


 


38
















 


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
(7) 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 5.6(b)
applies or as part of a distribution referred to in paragraph (5) 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 (6)
of this Section or this paragraph (7) 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 not withdrawn as of the Expiration Time (the
shares deemed so accepted, up to any such maximum, being referred to as the
“Purchased Shares”).


 


(8)                                  In case (I) an offering made
by the Company of securities (other than a offering of Common Stock) in which
the value of such securities is linked to Common Stock is successfully
completed in a amount exceeding $200 million (after November 17, 2004,
$300 million) or (II) of an announcement by the Company of an acquisition
of a public company in which the consideration to be delivered by the Company
includes more than $200 million (after November 17, 2004, $300 million) of
Common Stock or securities whose value is linked to Common Stock (each a
“Significant Corporate 


 


39
















 


Action”), the Reference Price
and Threshold Appreciation Price used to calculate the Settlement Rate shall be
adjusted so that the same shall equal the prices determined by multiplying such
prices at the close of business on the date of the closing of the securities
offering with respect to (I) above and at the close of business on the date of
the announcement of the acquisition with respect to (II) above by a fraction
according to the following table:


 




	
  Settlement
  Date

  	
   

  	
  Adjustment Factor

  	
   

  
	
  February 12, 2004 – August 17, 2004

  	
   

  	
  96

  	
  %

  
	
  August 18, 2004 – February 17, 2005

  	
   

  	
  96.5

  	
  %

  
	
  February 18, 2005 – August 17, 2005

  	
   

  	
  97

  	
  %

  
	
  August 18, 2005 – February 17,2006

  	
   

  	
  97.5

  	
  %

  
	
  February 18, 2006 – August 17, 2006

  	
   

  	
  98

  	
  %

  
	
  August 18, 2006 – February 17, 2007

  	
   

  	
  98.5

  	
  %

  
	
  February 18, 2007 – August 17, 2007

  	
   

  	
  99

  	
  %

  






 


After August 17, 2007,
the Settlement Rate will not be subject to adjustment upon the occurrence of a
Significant Corporate Action.


 


(9)                                  The reclassification of
Common Stock into securities including securities other than Common Stock
(other than any reclassification upon a Reorganization Event to which
Section 5.5(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 (5)
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 (4) of this Section).


 


(10)                            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 ending on the last Trading Day before the
day in question.


 


(11)                            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. Adjustments carried forward
will be made at least once a 


 


40
















 


year
on February 1 of each year, notwithstanding that the required change to the
Settlement Rate is less than one percent. 
If an adjustment is made to the Settlement Rate pursuant to paragraph
(1), (2), (3), (4), (5), (6), (7), (8), (9) or (12) of this
Section 5.6(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), (8), (9) or (12) of this Section 5.6(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), (8), (9) or (12) of this
Section 5.6(a) during the period taken into consideration for determining
the Applicable Market Value, appropriate and customary adjustments shall be
made to the Settlement Rate.


 


(12)                            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 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 (1) 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 


 


41
















 


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 5.6. 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.


 


(c)                                  In
the event that the Company or the Agent, in their sole discretion, reasonably
determine that (1) an adjustment of the settlement rate on the PRIDES could be
treated in part or in whole as a deemed distribution taxable as a dividend for
United States federal or any relevant state or local income tax purposes, and
(2) as a result of such treatment, the Company or the Agent is required to
withhold and pay any amount of tax with respect to such deemed dividend, then
the Company or the Agent, as the case may be, shall be entitled to withhold
such amounts from any cash payment or payments otherwise due to such Holder of
Securities.  For all purposes of this
Agreement and any other agreement related to the PRIDES, any such amounts so
withheld shall be treated as paid to the Holder of Securities otherwise
entitled to such payment.


 


Section 5.7.                                   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 5.6 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 5.6 (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, 


 


42
















 


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 5.8.                                   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 5.9.                                   Early Settlement.


 


(a)                                  Subject
to and upon compliance with the provisions of this Section 5.9, on or
after June 11, 2004, 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 Business Day immediately preceding the
Purchase Contract Settlement Date, in each case, as provided herein. Upon Early
Settlement, (i) the Holder’s right to receive additional Contract
Adjustment Payments in respect of such Purchase Contracts will terminate and
(ii) no adjustment will be made to or for the Holder on account of any
amount accrued in respect of Contract Adjustment Payments.  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 and an amount equal to the
Contract Adjustment Payments 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 


 


43
















 


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, 7.8567
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 5.9, 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 5.10.


 


(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 5.10.


 


(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 5.10.                             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 


 


44
















 


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 5.10 in a timely manner.


 


Section 5.11.                             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 5.12.                             Early
Settlement Upon Merger.


 


(a)                                  In
the event of a merger or consolidation of the Company of the type described in
Section 5.6(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 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 5.6(b);


 


45
















 


(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 5.6(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, (1) 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.


 


Section 5.13.                             Early
Settlement Upon Significant Corporate Action.


 


(a)                                  Upon
the occurrence of a Significant Corporate Action of the Company of the type
described in Section 5.6(a)(8), 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 (“Significant Corporate Action Early
Settlement”) at the Settlement Rate based on the Current Market Price of the
Common Stock on the date of Significant Corporate Action Early Settlement as
adjusted as a result of such Significant Corporate Action pursuant to
Section 5.6(a)(8). On or before the fifth Business Day after the closing date
of the securities offering described in Section 5.6(a)(8)(I) or the
announcement date of the acquisition described in Section 5.6(a)(8)(II),


 


46
















 


as applicable, 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 Significant Corporate
Action and of the right of Significant Corporate Action Early Settlement
arising as a result 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 Significant Corporate Action Early Settlement will be
effected (the “Significant Corporate Action Early Settlement Date”);


 


(ii)                                  the
date, which shall be 10 days after the date of the notice, by which the
Significant Corporate Action Early Settlement right must be exercised;


 


(iii)                               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 Significant Corporate Action Early Settlement, as applicable; and


 


(iv)                              the
instructions a Holder must follow to exercise the Significant Corporate Action
Early Settlement right.


 


(b)                                 To
exercise a Significant Corporate Action 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 Significant Corporate Action 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 Significant Corporate Action 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 and
as described in the notice to Holders.


 


(c)                                  In
the event a Significant Corporate Action Early Settlement right shall be
exercised by a Holder in accordance with the terms hereof, (1) on the
Significant Corporate Action 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
Significant Corporate Action Early Settlement right was exercised and (ii) all
references herein to Purchase Contract Settlement Date shall be deemed to refer
to such Significant Corporate Action 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 Significant Corporate Action 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 Significant Corporate
Action Early Settlement the Company shall execute and the Agent shall execute
on behalf of the Holders and deliver to the 


 


47
















 


Holder thereof, at the expense of the Company, a
Income PRIDES Certificate evidencing the Income PRIDES as to which Significant
Corporate Action Early Settlement was not effected.


 


ARTICLE VI

REMEDIES


 


Section 6.1.                                   Unconditional Right of Holders to Receive Contract Adjustment
Payments and to Purchase Common Stock.


 


The Holder of any Income
PRIDES or Growth PRIDES shall have the right, which is absolute and
unconditional (subject to the occurrence of a Termination Event), to receive
payment of each installment of the Contract Adjustment Payments with respect to
the Purchase Contract constituting a part of such Security on the respective
Payment Date for such Security (less any applicable withholding) and to
purchase Common Stock pursuant to such Purchase Contract and, in each such
case, to institute suit for the enforcement of any such payment or right to
purchase Common Stock, 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.


 


48
















 


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 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 payments of interest on any
Senior Notes or Contract Adjustment Payments on any Purchase Contract 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 shares of 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 


 


49
















 


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


 


(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;


 


50
















 


(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 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;


 


(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; and


 


(i)                                     in no event shall the Agent be responsible or liable for
special, indirect or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the
Agent has been advised of the likelihood of such loss or damage and regardless
of the form of action.


 


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.


 


51
















 


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;


 


(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 shall be
determined to have been caused by its own 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 and the
resignation or removal of the Agent.


 


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


 


52
















 


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.


 


(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 anytime:


 


(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.


 


53
















 


(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 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 Person into which the
Agent may be merged or converted or with which it may be consolidated, or any
Person resulting from any merger, conversion or consolidation to which the
Agent shall be a party, or any Person succeeding to all or substantially all
the corporate trust business of the Agent, shall be the successor of the Agent
hereunder, provided such Person 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.


 


54
















 


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 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 V 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.


 


55
















 


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 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;


 


56
















 


(3)                                  reduce any Contract
Adjustment Payments or change any place where, or the coin or currency in
which, any Contract Adjustment Payment is payable;


 


(4)                                  impair the right to
institute suit for the enforcement of any Purchase Contract or any Contract
Adjustment Payments;


 


(5)                                  reduce the number of shares
of Common Stock to be purchased pursuant to any Purchase Contract, increase the
price to purchase shares of Common Stock upon settlement of any Purchase
Contract, change the Purchase Contract Settlement Date or the right to Early
Settlement or otherwise adversely affect the Holder’s rights under any Purchase
Contract; or


 


(6)                                  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
Agreement, the Agent shall be provided with 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 


 


57
















 


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 or into 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
entity, or the successor (if other than the Company) shall be a Person, other than
an individual, organized and existing under the laws of the United States of
America or a State thereof or the District of Columbia and such entity 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 Person, and (ii) the Company or such successor entity, as the
case may be, shall not, immediately after such merger or consolidation, or such
sale, assignment, transfer, lease or conveyance, be in default in 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.


 


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 entity in accordance with Section 9.1,
such successor entity 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
entity 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 entity 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.


 


58
















 


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 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.


 


59
















 


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.


 


60
















 


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:

  	
  Executive Vice President and
  Chief Financial

  Officer

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  THE BANK OF NEW YORK

  not individually but solely as Purchase Contract Agent

  and as attorney-in-fact for the holders of the 

  Purchase Contracts

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
    /s/  Kisha
  A. Holder

  	
   

  	 

	
   

  	
  Name:

  	
  Kisha A. Holder

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
						



 
















 


EXHIBIT A


 


(Form of Face of Income PRIDES
Certificate)


 


THIS SECURITY AND THE SHARES OF
COMMON STOCK ISSUABLE UPON SETTLEMENT OF THIS SECURITY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
STATE SECURITIES LAWS.  NEITHER THIS
SECURITY, THE SHARES OR COMMON STOCK ISSUABLE UPON SETTLEMENT OF THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM OR NOT
SUBJECT TO, REGISTRATION.


 


THE HOLDER OR THIS SECURITY, BY
ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY OR SHARES OR COMMON STOCK ISSUABLE UPON SETTLEMENT OF THIS SECURITY,
PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS TWO
YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS SECURITY OR THE SHARES
OF COMMON STOCK ISSUABLE UPON SETTLEMENT OF THIS SECURITY AND THE LAST DATE ON
WHICH AFFILIATED MANAGERS GROUP, INC. (THE “COMPANY”) OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY)
ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY OR AFFILIATE THEREOF, (B) PURSUANT TO
A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHTS OF
THE COMPANY PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR
(D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO IT, AND IN EACH OF THE FOREGOING CASES, A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS
SECURITY COMPLETED AND DELIVERED BY THE TRANSFEROR.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST
OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 


	
  No.

  	
  CUSIP
  No. 008252 88 4

  
	
  Number of Income PRIDES:

  	
   

  



 


Income PRIDES Certificate


 


This Income PRIDES Certificate
certifies that                             
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
$1,000 principal amount of Senior Notes due 2010 (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 


 


A-1
















 


(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 in 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 the principal amount 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 the principal amount 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. Payment of
interest on any Senior Notes or distributions on the appropriate Applicable
Ownership Interest (as specified in clause (B) of the definition of such term)
in 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, August 17 and November 17, each year, commencing May 17, 2004
(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. 
If 


 


A-2
















 


the Senior
Notes are successfully remarketed pursuant to the Remarketing Agreement and the
Reset Date is not a Payment Date, any interest paid with respect to the Pledged
Senior Notes on such Reset Date shall be received by the Collateral Agent and
held in a non-interest bearing account, until payment to the Agent for the
benefit of Holders is made on the Payment Date next following such Reset Date.


 


Each Purchase Contract
evidenced hereby obligates the Holder of this Income PRIDES Certificate to
purchase, and the Company to sell, not later than February 17, 2008 (the
“Purchase Contract Settlement Date”), at a price of $1,000 (the “Stated
Amount”), a number of newly issued shares of Common Stock, $0.01 par value
(“Common Stock”), of the Company equal to the applicable Settlement Rate,
unless on or prior to the Purchase Contract Settlement Date there shall have
occurred a Termination Event, an Early Settlement, a Merger Early Settlement or
a Significant Corporate Action 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 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,
distributions on the appropriate Applicable Ownership Interest (as specified in
clause (B) of the definition of such term) of the Treasury Portfolio and
Contract Adjustment Payments, 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.


 


A-3
















 


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:  THE BANK OF NEW YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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:

  	
   

  	
   

  



 


A-4
















 


(Form of Reverse of Income
PRIDES Certificate)


 


Each Purchase Contract
evidenced hereby is governed by a Purchase Contract Agreement, dated as of
February 12, 2004 (as may be supplemented from time to time, the “Purchase
Contract Agreement”), between the Company and The Bank of New York, as Purchase
Contract Agent (including its successors thereunder, herein called the “Agent”
or “Purchase Contract 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, an Early Settlement, a Merger Early Settlement or a Significant
Corporate Action Early Settlement with respect to the Security of which such
Purchase Contract is a part.


 


The “Settlement Rate” is the
number of shares of Common Stock per Purchase Contract equal to (a) if the
Applicable Market Value (as defined below) is equal to or greater than $127.28
(the “Threshold Appreciation Price”), the difference of the two following
fractions: (i) the Stated Amount divided by $83.19 (the “Reference Price”) and
(ii) $530 divided by the Applicable Market Value, (b) if the Applicable Market
Value is less than the Threshold Appreciation Price, but is greater than the
Reference Price, the Stated Amount divided by the Applicable Market Value and
(c) if the Applicable Market Value is less than or equal to Reference Price,
12.0207 shares of Common Stock per Purchase Contract, which is equal to the
Stated Amount divided by the Reference Price, in each case subject to
adjustment as provided in the Purchase Contract Agreement (and in each case
rounded upward or downward to the nearest 1/10,000th of a share).  No fractional shares of Common Stock will be
issued upon settlement of Purchase Contracts, as provided in the Purchase
Contract Agreement.


 


The Company shall pay, on each
Payment Date in respect of each Purchase Contract forming part of an Income
PRIDES evidenced hereby, an amount (the “Contract Adjustment Payments”) equal
to 2.525% per annum of the Stated Amount; computed on the basis of a 360-day
year of twelve 30-day months.  Such
Contract Adjustment Payments shall be payable to the Person in whose name this
Income PRIDES Certificate (or a predecessor Income PRIDES Certificate or a
predecessor Growth PRIDES Certificate) is registered on the Register at the
close of business on the Record Date for such Payment Date.


 


The Company’s obligations with
respect to Contract Adjustment Payments (including any accrued Contract
Adjustment Payments), will be subordinated and junior in right of payment to
the Company’s obligations under any Senior Indebtedness.  Upon any payment or distribution of the
Company’s assets to its creditors upon any dissolution, winding up, liquidation
or 


 


A-5
















 


reorganization,
whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or
other similar proceedings, the holders of all Senior Indebtedness shall first
be entitled to receive payment in full of all amounts due or to become due
thereon, or payment of such amounts shall have been provided for, before the
holders of the Securities shall be entitled to receive any Contract Adjustment
Payments.


 


No payment of Contract
Adjustment Payments may be made if (i) any payment default on any Senior
Indebtedness has occurred and is continuing beyond any applicable grace period;
or (ii) any default other than a payment default with respect to Senior
Indebtedness occurs and is continuing that permits the acceleration of the
maturity thereof and the Agent receives a written notice of such default from
the Company or the holders of such Senior Indebtedness.


 


Upon the occurrence of a
Termination Event, the Company’s obligation to pay Contract Adjustment Payments
(including any accrued Contract Adjustment Payments) shall cease.


 


Each Purchase Contract
evidenced hereby which is settled either through Early Settlement, Cash
Settlement, Merger Early Settlement or a Significant Corporate Action Early
Settlement shall obligate the Holder of the related Income PRIDES to purchase
at the applicable 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 adjusted, 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 national or regional
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 sale price on and 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 Closing Price means 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 applicable Purchase Price for the shares of Common
Stock purchased pursuant to each Purchase Contract evidenced hereby by effecting a Cash 


 


A-6
















 


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 and subject to the terms
of the Pledge Agreement and the Purchase Contract 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 Holders of Income PRIDES 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 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 


 


A-7
















 


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 II, III, IV, V and VI 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 definitive form and only in denominations of a single
Income PRIDES and any integral multiple thereof. Income PRIDES Certificates may
be transferred or 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 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
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 


 


A-8
















 


pledged Treasury Securities secures the Holder’s obligation
under the Purchase Contract shall be referred to as a “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
$250,000,000.  Notwithstanding the
preceding sentence, the Company may from time to time authorize and issue
additional PRIDES that will constitute a single series with the PRIDES
represented by this Income PRIDES Certificate without the consent of the Holders
thereof.  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.


 


The Purchase Contracts and all
obligations and rights of the Company and the Holders thereunder, including, without
limitation, the rights of the Holders to receive and the obligation of the
Company to pay any Contract Adjustment Payments 
and the rights and obligations of the 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 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.


 


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. Upon
Early Settlement, (i) the right of the Holder of this Income PRIDES
Certificate to receive additional Contract Adjustment Payments in respect of
such Purchase Contracts will terminate and (ii) no adjustment will be made
to or for the Holder on account of any amount accrued in respect of Contract
Adjustment Payments.  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 


 


A-9
















 


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 and Contract Adjustment Payment, 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 7.8567 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, irrevocably 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 and agrees to
be bound by the Pledge of the Senior Notes or the appropriate Applicable
Ownership 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, by its acceptance hereof,
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 


 


A-10
















 


outstanding.  In
addition, certain amendments to the Purchase Contract Agreement may be made
without any consent of the Holders as provided in the Purchase Contract
Agreement.


 


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.


 


Each Holder of this Income PRIDES Certificate, and each beneficial
owner hereof, by its acceptance hereof or of its interest herein, covenants and
agrees to treat (i) itself as the owner of the related Senior Notes or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, (ii) the
Senior Notes as indebtedness of the Company, in each case, for United States
federal, state and local income and franchise tax purposes, and (iii) the
Purchase Contract and the Senior Notes or the Applicable Ownership Interest of the Treasury Portfolio, as the case may be, as separate
financial instruments, in each case, for all tax purposes.


 


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 and Contract Adjustment Payments, 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
during regular business hours of the Agent.


 


A-11
















 


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 the
  within Income PRIDES Certificates in

  



 


A-12
















 


	
  Signature Guarantee:

  	
   

  	
   

  	
  every
  particular, without alteration or

  enlargement or any change whatsoever.

  
	
   

  	
   

  



 


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 a Person other than the Holder, please (i)
  print such Person’s name and address and (ii) provide a guarantee of your
  signature:

  	
   

  	
  

  REGISTERED HOLDER

  
	
   

  	
   

  	
  Please print name

  and address of 

  Registered Holder:

  
	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Social Security or other

  Taxpayer Identification Number,

  if any

  	
   

  	
   

  
						



 


A-13
















 


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:

  	
   

  	
   

  
						



 


A-14
















 


Number of Securities evidenced
hereby as to which Early Settlement of the related Purchase Contracts is being
elected:


 


	
  If Common Stock or Income
  PRIDES 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:

  	
   

  	
  REGISTERED HOLDER 

  
	
   

  	
   

  	
  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:

  
	
   

  
	
   

  
	
   

  



 


A-15
















 


EXHIBIT B


 


(Form of Face of Growth PRIDES
Certificate)


 


THIS SECURITY AND THE SHARES OF
COMMON STOCK ISSUABLE UPON SETTLEMENT OF THIS SECURITY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
STATE SECURITIES LAWS.  NEITHER THIS
SECURITY, THE SHARES OR COMMON STOCK ISSUABLE UPON SETTLEMENT OF THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM OR NOT SUBJECT
TO, REGISTRATION.


 


THE HOLDER OR THIS SECURITY, BY
ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY OR SHARES OR COMMON STOCK ISSUABLE UPON SETTLEMENT OF THIS SECURITY,
PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS TWO
YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS SECURITY OR THE SHARES
OF COMMON STOCK ISSUABLE UPON SETTLEMENT OF THIS SECURITY AND THE LAST DATE ON
WHICH AFFILIATED MANAGERS GROUP, INC. (THE “COMPANY”) OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY)
ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY OR AFFILIATE THEREOF, (B) PURSUANT TO
A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHTS OF
THE COMPANY PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR
(D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO IT, AND IN EACH OF THE FOREGOING CASES, A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS
SECURITY COMPLETED AND DELIVERED BY THE TRANSFEROR.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST
OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 


	
  No.

  	
  CUSIP
  No. 008252 80 1

  
	
  Number of Growth PRIDES

  	
   

  



 


Growth PRIDES Certificate


 


This Growth PRIDES Certificate
certifies that                     
is the registered Holder of the number of Growth PRIDES set forth above. Each
Growth PRIDES represents (i) an 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 


 


B-1
















 


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 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, not later than February 17, 2008 (the “Purchase
Contract Settlement Date”), at a price of $1,000 (the “Stated Amount”), a
number of newly issued shares of Common Stock, par value $0.01 (“Common
Stock”), of the Company equal to the applicable Settlement Rate, unless on or
prior to the Purchase Contract Settlement Date there shall have occurred a
Termination Event, an Early Settlement, a Merger Early Settlement or a
Significant Corporate Action 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.


 


B-2
















 


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:  THE BANK OF NEW YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  not individually but solely as
  attorney-in- fact of such

  Holder

  
					



 


AGENT’S CERTIFICATE OF
AUTHENTICATION


 


This is one of the Growth
PRIDES Certificates referred to in the within mentioned Purchase Contract
Agreement.


 


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  as Purchase Contract Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  



 


B-3
















 


(Form of Reverse of Growth
PRIDES Certificate)


 


Each Purchase Contract
evidenced hereby is governed by a Purchase Contract Agreement, dated as of
February 12, 2004 (as may be supplemented from time to time, the “Purchase
Contract Agreement”), between the Company and The Bank of New York, as Purchase
Contract Agent (including its successors thereunder, herein called the “Agent”
or “Purchase Contract 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, an
Early Settlement, a Merger Early Settlement or a Significant Corporate Action
Early Settlement with respect to the Security of which such Purchase Contract
is a part.


 


The “Settlement Rate” is the
number of shares of Common Stock per Purchase Contract equal to (a) if the
Applicable Market Value (as defined below) is equal to or greater than $127.28
(the “Threshold Appreciation Price”), the difference of the two following
fractions: (i) the Stated Amount divided by $83.19 (the “Reference Price”) and
(ii) $530 divided by the Applicable Market Value, (b) if the Applicable Market
Value is less than the Threshold Appreciation Price, but is greater than the
Reference Price, the Stated Amount divided by the Applicable Market Value and
(c) if the Applicable Market Value is less than or equal to Reference Price, 12.0207
shares of Common Stock per Purchase Contract, which is equal to the Stated
Amount divided by the Reference Price, in each case subject to adjustment as
provided in the Purchase Contract Agreement (and in each case rounded upward or
downward to the nearest 1/10,000th of a share). 
No fractional shares of Common Stock will be issued upon settlement of
Purchase Contracts, as provided in the Purchase Contract Agreement.


 


The Company shall pay, on each
Payment Date in respect of each Purchase Contract forming part of a Growth
PRIDES evidenced hereby, an amount (the “Contract Adjustment Payments”) equal
to 2.525% per annum of the Stated Amount; computed on the basis of a 360-day
year of twelve 30-day months.  Such
Contract Adjustment Payments shall be payable to the Person in whose name this
Growth PRIDES Certificate (or a predecessor Growth PRIDES Certificate or a
predecessor Income PRIDES Certificate) is registered on the Register at the
close of business on the Record Date for such Payment Date.


 


The Company’s obligations with
respect to Contract Adjustment Payments (including any accrued Contract
Adjustment Payments), will be subordinated and junior in right of payment to
the Company’s obligations under any Senior Indebtedness.  Upon any payment or distribution of the
Company’s assets to its creditors upon any dissolution, winding up, liquidation
or 


 


B-4
















 


reorganization,
whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or
other similar proceedings, the holders of all Senior Indebtedness shall first
be entitled to receive payment in full of all amounts due or to become due
thereon, or payment of such amounts shall have been provided for, before the
holders of the Securities shall be entitled to receive any Contract Adjustment
Payments.


 


No payment of Contract
Adjustment Payments may be made if (i) any payment default on any Senior
Indebtedness has occurred and is continuing beyond any applicable grace period;
or (ii) any default other than a payment default with respect to Senior
Indebtedness occurs and is continuing that permits the acceleration of the
maturity thereof and the Agent receives a written notice of such default from
the Company or the holders of such Senior Indebtedness.


 


Upon the occurrence of a
Termination Event, the Company’s obligation to pay Contract Adjustment Payments
(including any accrued Contract Adjustment Payments) shall cease.


 


Each Purchase Contract
evidenced hereby which is settled through Early Settlement, Merger Early
Settlement or a Significant Corporate Action Early Settlement shall obligate
the Holder of the related Growth PRIDES to purchase at the applicable 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 adjusted, 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 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 national or regional
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 sale price on and as reported 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 Closing Price means 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 


 


B-5
















 


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 definitive form and only in denominations of a single
Growth PRIDES and any integral multiple thereof. Growth PRIDES Certificates may
be transferred or 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 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
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.”  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
$250,000,000.  Notwithstanding the
preceding sentence, the Company may from time to time authorize and issue
additional PRIDES that will constitute a single series with the PRIDES
represented by this Growth PRIDES Certificate without the consent of the
Holders thereof.  All such adjustments to
the equivalent aggregate Stated Amount


 


B-6
















 


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.


 


The Purchase Contracts and all
obligations and rights of the Company and the Holders thereunder, including,
without limitation, the rights of the Holders to receive and the obligation of
the Company to pay any Contract Adjustment Payments  and the rights and obligations of the 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 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 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 and Contract Adjustment Payments, if any, payable on
such Payment Date with respect to such Purchase Contracts.  Upon Early Settlement, (i) the right of
the Holder of this Growth PRIDES Certificate to receive additional Contract
Adjustment Payments in respect of such Purchase Contracts will terminate and
(ii) no adjustment will be made to or for the Holder on account of any
amount accrued in respect of Contract Adjustment Payments.  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 


 


B-7
















 


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 7.8567 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, irrevocably 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 and agrees to
be bound by 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, by its acceptance hereof, 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.  In addition, certain
amendments to the Purchase Contract Agreement may be made without any consent
of the Holders as provided in the Purchase Contract Agreement.


 


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.


 


Each Holder of this Growth PRIDES Certificate, and each beneficial
owner hereof, by its acceptance hereof or of its interest herein, covenants and
agrees to treat (i) itself as the owner of the related Treasury Securities for
United States federal, state and local income and franchise tax purposes, and
(ii) the Purchase Contract and the Treasury Securities, as separate financial
instruments for all tax purposes.


 


B-8
















 


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, Contract Adjustment Payments, 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 during
regular business hours of the Agent.


 


B-9
















 


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 alteration or
  enlargement or any change whatsoever.

  
	
   

  
	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


B-10
















 


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 to a Person other than the Holder, please print
  such Person’s name and address:

  	
   

  	
  

  REGISTERED HOLDER

  
	
   

  	
   

  	
  Please print name

  and address of 

  Registered Holder:

  
	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Social Security or other

  Taxpayer Identification 

  Number, if any

  	
   

  	
   

  
						



 


B-11
















 


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:

  	
   

  	
   

  
						



 


B-12
















 


Number of Securities evidenced
hereby as to which Early Settlement of the related Purchase Contracts is being
elected:


 


	
   

  	
   

  	
  REGISTERED HOLDER 

  
	
  If Common Stock or Growth
  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:

  
	
   

  
	
   

  
	
   

  



 


B-13
















 


EXHIBIT C


 


INSTRUCTION FROM PURCHASE
CONTRACT AGENT 

TO COLLATERAL AGENT


 


[Collateral Agent Address]


 


Re: 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
February 12, 2004 (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 Senior 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 Senior 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.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  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 Senior 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

  	
   

  	
   

  



 


C-1
















 


EXHIBIT D


 


INSTRUCTION TO PURCHASE
CONTRACT AGENT


 


[Purchase Contract Agent
Address]


 


Re: 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 Senior 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 February 12,
2004 (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 Senior 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.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature Guarantee:

  	
   

  
	
   

  
	
  Dated:

  
	
   

  
	
  Please print name and address
  of Registered Holder:

  
	
   

  	
   

  	
   

  
	
  Name

  	
  Social Security or other
  Taxpayer

  Identification Number, if any

  
	
   

  	
   

  
	
  Address

  
	
   

  
	
   

  
	
   

  
							



 


D-1
















 


EXHIBIT E


 


NOTICE TO SETTLE BY SEPARATE
CASH


 


[Purchase Contract Agent
Address]


 


Re: PRIDES of Affiliated
Managers Group, Inc. (the “Company”)


 


The undersigned Holder hereby
irrevocably notifies you in accordance with Section 5.4 of the Purchase
Contract Agreement dated as of February 12, 2004 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].


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature Guarantee:

  	
   

  
	
   

  
	
  Dated:

  
	
   

  
	
  Please print name and address
  of Registered Holder:

  
	
   

  	
   

  	
   

  
	
  Name

  	
  Social Security or other
  Taxpayer

  Identification Number, if any

  
	
   

  	
   

  
	
  Address

  
	
   

  
	
   

  
	
   

  
							



 


E-1