Exhibit 4.2


 


EXECUTION COPY


 


 


AMENDED
AND RESTATED DECLARATION


 


OF
TRUST


 


AMG
CAPITAL TRUST I


 


DATED
AS OF APRIL 3, 2006


 

















 


TABLE
OF CONTENTS


 


	
  ARTICLE I

  
	
  INTERPRETATION AND DEFINITIONS

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1

  	
  Definitions

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
  TRUST INDENTURE ACT

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1

  	
  Trust Indenture Act; Application

  	
  9

  
	
  SECTION 2.2

  	
  Lists of Holders of Securities

  	
  10

  
	
  SECTION 2.3

  	
  Reports by the Property Trustee

  	
  10

  
	
  SECTION 2.4

  	
  Periodic Reports to Property Trustee

  	
  10

  
	
  SECTION 2.5

  	
  Evidence of Compliance with Conditions
  Precedent

  	
  11

  
	
  SECTION 2.6

  	
  Events of Default, Waiver

  	
  11

  
	
  SECTION 2.7

  	
  Event of Default, Notice

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
  ORGANIZATION

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1

  	
  Name

  	
  13

  
	
  SECTION 3.2

  	
  Office

  	
  13

  
	
  SECTION 3.3

  	
  Purpose

  	
  13

  
	
  SECTION 3.4

  	
  Authority

  	
  14

  
	
  SECTION 3.5

  	
  Title to Property of the Trust

  	
  14

  
	
  SECTION 3.6

  	
  Powers and Duties of the Administrative
  Trustees

  	
  14

  
	
  SECTION 3.7

  	
  Prohibition of Actions by the Trust and the
  Trustees

  	
  18

  
	
  SECTION 3.8

  	
  Powers and Duties of the Property Trustee

  	
  19

  
	
  SECTION 3.9

  	
  Certain Duties and Responsibilities of the
  Property Trustee

  	
  21

  
	
  SECTION 3.10

  	
  Certain Rights of Property Trustee

  	
  23

  
	
  SECTION 3.11

  	
  Delaware Trustee

  	
  26

  
	
  SECTION 3.12

  	
  Execution of Documents

  	
  26

  
	
  SECTION 3.13

  	
  Not Responsible for Recitals or Issuance of
  Securities

  	
  27

  
	
  SECTION 3.14

  	
  Duration of Trust

  	
  27

  
	
  SECTION 3.15

  	
  Mergers

  	
  27

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
  INITIAL PURCHASER OF COMMON SECURITIES

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1

  	
  Purchase of Common Securities by Initial
  Purchaser

  	
  29

  
	
  SECTION 4.2

  	
  Responsibilities of the Initial Purchaser
  of Common Securities

  	
  29

  
	
  SECTION 4.3

  	
  Right to Proceed

  	
  30

  
	
  SECTION 4.4

  	
  Right to Terminate Trust

  	
  30

  
	
  SECTION 4.5

  	
  Obligations of the Initial Purchaser

  	
  30

  



 


i

















 


	
  ARTICLE V

  
	
  TRUSTEES

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1

  	
  Number of Trustees: Appointment of
  Co-Trustee

  	
  30

  
	
  SECTION 5.2

  	
  Delaware Trustee

  	
  31

  
	
  SECTION 5.3

  	
  Property Trustee; Eligibility

  	
  31

  
	
  SECTION 5.4

  	
  Certain Qualifications of Administrative
  Trustees and Delaware Trustee Generally

  	
  32

  
	
  SECTION 5.5

  	
  Administrative Trustees

  	
  32

  
	
  SECTION 5.6

  	
  Delaware Trustee

  	
  33

  
	
  SECTION 5.7

  	
  Appointment, Removal and Resignation of
  Trustees

  	
  33

  
	
  SECTION 5.8

  	
  Vacancies Among Trustees

  	
  35

  
	
  SECTION 5.9

  	
  Effect of Vacancies

  	
  35

  
	
  SECTION 5.10

  	
  Meetings

  	
  36

  
	
  SECTION 5.11

  	
  Delegation of Power

  	
  36

  
	
  SECTION 5.12

  	
  Merger, Conversion, Consolidation or
  Succession to Business

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
  DISTRIBUTIONS

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
  ISSUANCE OF SECURITIES

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1

  	
  General Provisions Regarding Securities

  	
  37

  
	
  SECTION 7.2

  	
  Execution and Authentication

  	
  39

  
	
  SECTION 7.3

  	
  Form and Dating

  	
  39

  
	
  SECTION 7.4

  	
  Registrar, Paying Agent, Conversion Agent
  and Exchange Agent

  	
  41

  
	
  SECTION 7.5

  	
  Paying Agent to Hold Money in Trust

  	
  42

  
	
  SECTION 7.6

  	
  Replacement Securities

  	
  42

  
	
  SECTION 7.7

  	
  Outstanding Preferred Securities

  	
  42

  
	
  SECTION 7.8

  	
  Preferred Securities in Treasury

  	
  43

  
	
  SECTION 7.9

  	
  Temporary Securities

  	
  43

  
	
  SECTION 7.10

  	
  Cancellation

  	
  43

  
	
  SECTION 7.11

  	
  CUSIP Numbers

  	
  43

  
	
  SECTION 7.12

  	
  Payment

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
  TERMINATION OF TRUST

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1

  	
  Termination of Trust

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  
	
  TRANSFER OF INTERESTS

  
	
   

  	
   

  	
   

  
	
  SECTION 9.1

  	
  Transfer of Securities

  	
  45

  
	
  SECTION 9.2

  	
  Transfer Procedures and Restrictions

  	
  46

  
	
  SECTION 9.3

  	
  Deemed Security Holders

  	
  52

  
	
  SECTION 9.4

  	
  Book-Entry Interests

  	
  52

  



 


ii

















 


	
  SECTION 9.5

  	
  Notices to Clearing Agency

  	
  53

  
	
  SECTION 9.6

  	
  Appointment of Successor Clearing Agency

  	
  53

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  
	
  LIMITATION OF LIABILITY OF HOLDERS OF
  SECURITIES, TRUSTEES OR OTHERS

  
	
   

  	
   

  	
   

  
	
  SECTION 10.1

  	
  Liability

  	
  53

  
	
  SECTION 10.2

  	
  Exculpation

  	
  53

  
	
  SECTION 10.3

  	
  Fiduciary Duty

  	
  54

  
	
  SECTION 10.4

  	
  Indemnification

  	
  55

  
	
  SECTION 10.5

  	
  Outside Businesses

  	
  57

  
	
  SECTION 10.6

  	
  Compensation; Fees

  	
  58

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  
	
  ACCOUNTING

  
	
   

  	
   

  	
   

  
	
  SECTION 11.1

  	
  Fiscal Year

  	
  58

  
	
  SECTION 11.2

  	
  Certain Accounting Matters

  	
  59

  
	
  SECTION 11.3

  	
  Banking

  	
  59

  
	
  SECTION 11.4

  	
  Withholding

  	
  59

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  
	
  AMENDMENTS AND MEETINGS

  
	
   

  	
   

  	
   

  
	
  SECTION 12.1

  	
  Amendments

  	
  60

  
	
  SECTION 12.2

  	
  Meetings of the Holders; Action by Written
  Consent

  	
  61

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  
	
  REPRESENTATIONS OF PROPERTY TRUSTEE,
  DELAWARE TRUSTEE AND

  INSTITUTIONAL ADMINISTRATIVE TRUSTEE

  
	
   

  	
   

  	
   

  
	
  SECTION 13.1

  	
  Representations and Warranties of Property
  Trustee

  	
  62

  
	
  SECTION 13.2

  	
  Representations and Warranties of Delaware
  Trustee

  	
  63

  
	
  SECTION 13.3

  	
  Representations and Warranties of
  Institutional Administrative Trustee

  	
  64

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  
	
  REGISTRATION RIGHTS

  
	
   

  	
   

  	
   

  
	
  SECTION 14.1

  	
  Registration Rights

  	
  64

  
	
   

  	
   

  	
   

  
	
  ARTICLE XV

  
	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
  SECTION 15.1

  	
  Notices

  	
  65

  
	
  SECTION 15.2

  	
  Governing Law

  	
  66

  
	
  SECTION 15.3

  	
  Intention of the Parties

  	
  66

  
	
  SECTION 15.4

  	
  Headings

  	
  66

  
	
  SECTION 15.5

  	
  Successors and Assigns

  	
  66

  



 


iii

















 


	
  SECTION 15.6

  	
  Partial Enforceability

  	
  67

  
	
  SECTION 15.7

  	
  Counterparts

  	
  67

  



 


	
  ANNEX I

  	
  TERMS OF
  SECURITIES

  	
  A-I-1

  
	
  EXHIBIT A-1

  	
  FORM OF
  PREFERRED SECURITY CERTIFICATE

  	
  A-1-1

  
	
  EXHIBIT A-2

  	
  FORM OF
  COMMON SECURITY CERTIFICATE

  	
  A-2-1

  
	
  EXHIBIT A-3

  	
  PROJECTED
  PAYMENT SCHEDULE

  	
  A-3-1

  



 


iv

















 


AMENDED
AND RESTATED


 


DECLARATION
OF TRUST


 


OF


 


AMG
CAPITAL TRUST I


 


April 3,
2006


 


AMENDED AND
RESTATED DECLARATION OF TRUST (“Declaration”) dated and effective as of April 3,
2006, by the Trustees (as defined herein), the Initial Purchaser of Common
Securities (as defined herein), the Debenture Issuer (as defined herein) and by
the holders, from time to time, of undivided beneficial interests in the Trust
to be issued pursuant to this Declaration;


 


WHEREAS, the
Initial Purchaser of Common Securities and the Delaware Trustee established AMG
Capital Trust I (the “Trust”), a statutory trust formed under the Delaware
Statutory Trust Act pursuant to a Declaration of Trust dated as of March 28,
2006 (the “Original Declaration”), and a Certificate of Trust filed with the
Secretary of State of the State of Delaware on March 28, 2006 (the “Certificate
of Trust”), for the sole purpose of issuing and selling certain securities
representing undivided beneficial interests in the assets of the Trust and
investing the proceeds thereof in certain Debentures of the Debenture Issuer
(each as hereinafter defined), and engaging in only those other activities
necessary, advisable or incidental thereto;


 


WHEREAS, as of
the date hereof, no interests in the Trust have been issued;


 


WHEREAS, all
of the Trustees and the Initial Purchaser of Common Securities, by this
Declaration, amend and restate each and every term and provision of the Original
Declaration in its entirety; and


 


WHEREAS, the
Initial Purchaser of Common Securities and the Debenture Issuer shall have
rights and obligations under this Declaration as set forth herein.


 


NOW,
THEREFORE, it being the intention of the parties hereto to continue the Trust
as a statutory trust under the Delaware Statutory Trust Act and that this
Declaration constitute the governing instrument of such statutory trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration, and the parties
hereto hereby amend and restate in its entirety the Original Declaration as
follows:


 

















 


ARTICLE I

INTERPRETATION AND DEFINITIONS


 


SECTION 1.1  Definitions.


 


Unless the
context otherwise requires:


 


(a)                                  Capitalized terms
used in this Declaration but not defined in the preamble above have the
respective meanings assigned to them in this Section 1.1;


 


(b)                                 a term defined
anywhere in this Declaration has the same meaning throughout;


 


(c)                                  all references to “the
Declaration” or “this Declaration” are to this Declaration as modified,
supplemented or amended from time to time;


 


(d)                                 all references in this
Declaration to Articles and Sections and Annexes and Exhibits are to Articles
and Sections of and Annexes and Exhibits to this Declaration unless otherwise
specified;


 


(e)                                  a term defined in the
Trust Indenture Act has the same meaning when used in this Declaration unless
otherwise defined in this Declaration or unless the context otherwise requires;
and


 


(f)                                    a reference to the
singular includes the plural and vice versa.


 


“Additional
Sums” has the meaning set forth in the Indenture.


 


“Administrative
Trustee” has the meaning set forth in Section 5.1.


 


“Affiliate”
has the same meaning as given to that term in Rule 405 under the
Securities Act or any successor rule thereunder.


 


“Agent” means
any Paying Agent or Registrar.


 


“Associate”
has the same meaning as given to that term in Rule 405 under the
Securities Act or any successor rule thereunder.


 


“Authorized
Officer” of a Person means any other Person that is authorized to legally bind
such former Person.


 


“Book-Entry
Interest” means a beneficial interest in a global certificate registered in the
name of a Clearing Agency or its nominee, ownership and transfers of which
shall be maintained and made through book entries by a Clearing Agency as
described in Section 9.4.


 


“Business Day”
means any day other than a Saturday or a Sunday or a day on which banking
institutions in New York, New York are authorized or required by law,
regulation or executive order to remain closed.


 


2

















 


“Certificated
Preferred Securities” shall have the meaning set forth in Section 7.3(c).


 


“Change in
Control” has the meaning set forth in the Indenture.


 


“Clearing
Agency” means an organization registered as a “clearing agency” pursuant to Section 17A
of the Exchange Act that is acting as depositary for the Preferred Securities
and in whose name or in the name of a nominee of that organization shall be
registered a Global Certificate and which shall undertake to effect book entry
transfers and pledges of the Preferred Securities.


 


“Clearing
Agency Participant” or “Participant” means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book entry transfers and pledges of securities deposited with
the Clearing Agency.


 


“Closing Price”
has the meaning set forth in the Indenture.


 


“Closing Time”
means the “Closing Time” under the Purchase Agreement.


 


“Code” means
the Internal Revenue Code of 1986, as amended from time to time, or any
successor legislation.


 


“Commission”
means the United States Securities and Exchange Commission as from time to time
constituted, or if at any time after the execution of this Declaration such
Commission is not existing and performing the duties now assigned to it under
applicable federal securities laws, then the body performing such duties at
such time.


 


“Common
Securities” has the meaning specified in Section 7.1(a).


 


“Common
Securities Certificate” means the certificate evidencing the Common Securities,
in the form of Exhibit A-2 hereof.


 


“Common Stock”
has the meaning set forth in Annex I.


 


“Company
Indemnified Person” means (a) any Administrative Trustee (to the extent
the Administrative Trustee is an Affiliate or an Associate of the Initial Purchaser
of Common Securities); (b) any Affiliate of any Administrative Trustee (to
the extent the Administrative Trustee is an Affiliate or an Associate of the
Initial Purchaser of Common Securities); (c) any officers, directors,
stockholders, members, partners, employees, representatives or agents of any
Administrative Trustee (to the extent the Administrative Trustee is an Affiliate
or an Associate of the Initial Purchaser of Common Securities); or (d) any
officer, employee or agent of the Trust or its Affiliates.


 


“Compounded
Interest” has the meaning set forth in the Indenture.


 


“Contingent
Distribution” means a distribution payable in accordance with the provisions of
Section 2(d) of Annex I.


 


3

















 


“Contingent
Distribution Payment Date” shall have the meaning set forth in paragraph 2(d) of
Annex I.


 


“Contingent
Interest” has the meaning set forth in the Indenture.


 


“Conversion
Agent” has the meaning set forth in Section 7.4.


 


“Conversion
Date” has the meaning set forth in Annex I.


 


“Conversion Price”
has the meaning set forth in the Indenture.


 


“Conversion Rate”
has the meaning set forth in the Indenture.


 


“Conversion Preference
Period” has the meaning set forth in the Indenture.


 


“Conversion
Request” has the meaning set forth in Annex I.


 


“Conversion
Value” has the meaning set forth in the Indenture.


 


“Corporate
Trust Office” means the office of the Property Trustee at which the corporate
trust business of the Property Trustee shall, at any particular time, be
principally administered, which office at the date of execution of this
Agreement is located at 135 South LaSalle Street, Suite 1151, Chicago,
Illinois 60603, Attn: CDO Trust Services Group - AMG Capital Trust I.


 


“Coupon Rate”
has the meaning set forth in Annex I.


 


“Covered
Person” means: (a) any officer, director, stockholder, partner, member,
representative, employee or agent of (i) the Trust or (ii) the Trust’s
Affiliates; and (b) any Holder of Securities.


 


“CPDI
Regulations” has the meaning set forth in Section 4.5.


 


“Debenture
Issuer” means Affiliated Managers Group, Inc., a Delaware corporation, or
any successor entity resulting from any consolidation, amalgamation, merger or
other business combination, in its capacity as issuer of the Debentures under
the Indenture.


 


“Debenture
Trustee” means LaSalle Bank National Association, a national banking association,
as trustee under the Indenture until a successor is appointed thereunder, and
thereafter means such successor trustee.


 


“Debentures”
means, the 5.10% Junior Subordinated Convertible Debentures due April 15,
2036 of the Debenture Issuer issued pursuant to the Indenture.


 


“Default”
means an event, act or condition that with notice or lapse of time, or both,
would constitute an Event of Default.


 


“Delaware
Trustee” has the meaning set forth in Section 5.1.


 


“Direct Action”
has the meaning set forth in Annex I.


 


4

















 


“Disclosure
Package” has the meaning set forth in the Purchase Agreement.


 


“Distribution”
means a distribution payable to Holders in accordance with Article VI.


 


“Distribution
Date” has the meaning set forth in Annex I.


 


“DTC” means
The Depository Trust Company, the initial Clearing Agency.


 


“ERISA” has
the meaning set forth in Section 7.1(e).


 


“Event of
Default” in respect of the Securities has the meaning set forth in Section 2.6(a).


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to time, or any
successor legislation.


 


“Exchange
Agent” has the meaning set forth in Section 7.4.


 


“Extension
Period” has the meaning set forth in Annex I.


 


 “Fiduciary Indemnified Person” has the meaning
set forth in Section 10.4(b).


 


“Fiscal Year”
has the meaning set forth in Section 11.1.


 


“Global
Preferred Security” has the meaning set forth in Section 7.3(a).


 


“Holder” means
a Person in whose name a Security or Successor Security is registered on the
register maintained by or on behalf of the Registrar, such Person being a
beneficial owner of the Trust within the meaning of the Statutory Trust Act.


 


“Indemnified
Person” means a Company Indemnified Person or a Fiduciary Indemnified Person.


 


“Indenture”
means the Indenture dated as of April 3, 2006, between the Debenture
Issuer and the Debenture Trustee, as amended from time to time.


 


“Initial
Purchasers” has the meaning set forth in the Purchase Agreement.


 


“Initial
Purchaser of Common Securities” means Affiliated Managers Group, Inc., a
Delaware corporation, or any successor entity resulting from any merger,
consolidation, amalgamation or other business combination.


 


“Institutional
Administrative Trustee” means LaSalle Bank National Association, not in its
individual capacity but solely in its capacity as an Administrative Trustee under
this Declaration, and any Successor Administrative Trustee thereto that is not
a natural person.


 


“Interest” has
the meaning set forth in the Indenture.


 


“Investment
Company” means an investment company as defined in the Investment Company Act.


 


5

















 


“Investment
Company Act” means the Investment Company Act of 1940, as amended from time to
time, or any successor legislation.


 


“Investment
Company Event” has the meaning set forth in Annex I.


 


“IRS” means
the United States Internal Revenue Service.


 


“Legal Action”
has the meaning set forth in Section 3.6(g).


 


“Like Amount”
has the meaning set forth in Annex I.


 


“Liquidated
Damages” has the meaning set forth in the Indenture.


 


“Liquidation
Amount” has the meaning set forth in Annex I.


 


“Liquidation
Distribution” has the meaning set forth in Annex I.


 


“List of
Holders” has the meaning set forth in Section 2.2(a).


 


“Majority in
liquidation amount” means, with respect to the Trust Securities, except as
provided in the terms of the Preferred Securities or by the Trust Indenture
Act, Holder(s) of outstanding Trust Securities voting together as a single class or,
as the context may require, Holders of outstanding Preferred Securities or
Holders of outstanding Common Securities voting separately as a class, who are
the record owners of more than 50% of the aggregate liquidation amount of all
outstanding Trust Securities of the relevant class.


 


“Offering
Memorandum” means, the offering memorandum, dated March 28, 2006, relating
to the offering and sale by the Trust of the Preferred Securities.


 


“Officers’
Certificate” means, with respect to any Person, a certificate signed by any two
of the following: the chairman, a vice chairman, the chief executive officer,
the president, an executive vice president, a senior vice president, a vice
president, the chief financial officer, the secretary or an assistant secretary,
the treasurer or an assistant treasurer of the Guarantor. Any Officers’
Certificate delivered by the Trust shall be signed by the Initial Purchaser of
Common Securities or by an Administrative Trustee on behalf of the Trust. Any
Officers’ Certificate delivered with respect to compliance with a condition or
covenant provided for in this Declaration shall include:


 


(a)                                  a statement that each
officer signing the Certificate has read the covenant or condition and the
definitions relating thereto;


 


(b)                                 a brief statement of
the nature and scope of the examination or investigation undertaken by each
officer in rendering the Certificate;


 


(c)                                  a statement that each
such officer has made such examination or investigation as, in such officer’s
opinion, is necessary to enable such officer to express an informed opinion as
to whether or not such covenant or condition has been complied with; and


 


6

















 


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


 


“Opinion of
Counsel” means a written opinion of counsel, who may be an employee of the
Initial Purchaser of Common Securities, and who shall be reasonably acceptable
to the Property Trustee. Any Opinion of Counsel pertaining to federal income tax
matters may rely on published rulings of the Internal Revenue Service.


 


“Paying Agent”
has the meaning specified in Section 7.4.


 


“Payment
Amount” has the meaning specified in Section 6.1.


 


“Person” means
a legal person, including any individual, corporation, estate, partnership,
joint venture, association, joint stock company, limited liability company,
trust, unincorporated association, or government or any agency or political
subdivision thereof, or any other entity of whatever nature.


 


“Plan” has the
meaning set forth in Section 7.1(e).


 


“PORTAL” has
the meaning set forth in Section 3.6(b)(iii).


 


“Preferred
Securities” has the meaning specified in Section 7.1(a).


 


“Preferred
Securities Certificate” means a certificate evidencing the Preferred
Securities, in the form attached as Exhibit A-1 hereto.


 


“Property
Trustee” has the meaning set forth in Section 5.3(a).


 


“Property
Trustee Account” has the meaning set forth in Section 3.8(c)(i).


 


“Pro Rata” has
the meaning set forth in Annex I.


 


“Purchase
Agreement” has the meaning set forth in Section 7.3.


 


“QIBs” has the
meaning set forth in Section 3.6(b)(i).


 


“Quarterly
Period” shall have the meaning set forth in Section 15.1 hereof.


 


“Quorum” means,
at any time that there are more than two Administrative Trustees, a majority of
the Administrative Trustees and, in all other cases, all of the Administrative
Trustees.


 


“Redemption/Distribution
Notice” has the meaning set forth in Annex I.


 


“Redemption
Price” has the meaning set forth in Annex I.


 


“Registrar”
has the meaning set forth in Section 7.4.


 


“Registration
Rights Agreement” has the meaning set forth in the Purchase Agreement.


 


7

















 


“Registration
Statement” has the meaning set forth in Section 3.6(b)(i).


 


“Related Party”
means, with respect to the Initial Purchaser of Common Securities, any direct
or indirect wholly owned subsidiary of the Initial Purchaser of Common
Securities or any other Person that owns, directly or indirectly, 100% of the
outstanding voting securities of the Initial Purchaser of Common Securities.


 


“Repurchase
Date” has the meaning set forth in the Indenture.


 


“Responsible
Officer” means any officer within the Corporate Trust Office of the Property
Trustee with direct responsibility for the administration of this Declaration
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer’s knowledge of
and familiarity with the particular subject.


 


“Restricted
Preferred Security” has the meaning specified in Section 9.2(a).


 


“Restricted
Securities Legend” means the legend specified in Section 9.2(c)(i).


 


“Rule 3a-5”
means Rule 3a-5 under the Investment Company Act, or any successor rule or
regulation.


 


“Securities”
or “Trust Securities” means the Common Securities and the Preferred Securities.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time, or any
successor legislation.


 


“Securities
Guarantee” means the Guarantee Agreement dated as of April 3, 2006 of the
Initial Purchaser of Common Securities in respect of the Trust Securities.


 


“Special Event”
has the meaning set forth in Section 4(d) of Annex I.


 


“Statutory
Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.ss.3801
et seq., as it may be amended from time to time, or any successor
legislation.


 


“Successor Administrative
Trustee” has the meaning set forth in Section 5.7(b)(iii).


 


“Successor
Delaware Trustee” has the meaning set forth in Section 5.7(b)(ii).


 


“Successor
Entity” has the meaning set forth in Section 3.15(b)(i).


 


“Successor
Property Trustee” has the meaning set forth in Section 3.8(f)(ii).


 


“Successor
Securities” has the meaning set forth in Section 3.15(b)(i)(B).


 


“Super
Majority” has the meaning set forth in Section 2.6(b)(ii).


 


“25% in
liquidation amount” means, with respect to the Trust Securities, except as
provided in the terms of the Preferred Securities or by the Trust Indenture
Act, Holder(s) of


 


8

















 


outstanding Trust Securities voting together as a single class or,
as the context may require, Holders of outstanding Preferred Securities or
Holders of outstanding Common Securities voting separately as a class, who are
the record owners of 25% or more of the aggregate liquidation amount of all
outstanding Securities of the relevant class.


 


“Tax Event”
has the meaning set forth in Annex I.


 


“Tax Original
Issue Discount” means the amount of ordinary interest income on a Security that
must be accrued as original issue discount for United States federal income tax
purposes pursuant to Treasury Regulation section 1.1275-4.


 


“Trading Day”
has the meaning set forth in the Indenture.


 


“Treasury
Regulations” means the income tax regulations, including temporary and proposed
regulations, promulgated under the Code by the United States Treasury, as such
regulations may be amended from time to time (including corresponding
provisions of succeeding regulations).


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended from time to
time, or any successor legislation.


 


“Trust
Securities” or “Securities” means the Common Securities together with the
Preferred Securities.


 


“Trustee” or “Trustees”
means each Person who has signed this Declaration as a trustee, so long as such
Person shall continue as a trustee in accordance with the terms hereof, and all
other Persons who may from time to time be duly appointed, qualified and
serving as trustees in accordance with the provisions hereof, and references
herein to a Trustee or the Trustees shall refer to such Person or Persons
solely in their capacity as trustees hereunder.


 


“Unrestricted
Global Preferred Security” has the meaning set forth in Section 9.2(b).


 


ARTICLE II

TRUST INDENTURE ACT


 


SECTION 2.1  Trust
Indenture Act; Application.


 


This
Declaration is subject to the provisions of the Trust Indenture Act that are
required to be part of this Declaration in order for this Declaration to
be qualified under the Trust Indenture Act and shall, to the extent applicable,
be governed by such provisions.


 


(a)                                  The Property Trustee
shall be the only Trustee which is a trustee for the purposes of the Trust
Indenture Act.


 


(b)                                 If and to the extent
that any provision of this Declaration limits, qualifies or conflicts with the
duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act,
such imposed duties shall control.


 


9

















 


(c)                                  The application of
the Trust Indenture Act to this Declaration shall not affect the nature of the
Securities as equity securities representing undivided beneficial interests in
the assets of the Trust.


 


SECTION 2.2  Lists of
Holders of Securities.


 


(a)                                  The Registrar on
behalf of the Trust shall provide the Property Trustee, unless the Property
Trustee is Registrar for the Securities, (i) within 14 days after each
record date for payment of Distributions a list, in such form as the
Property Trustee may reasonably require, of the names and addresses of the
Holders (“List of Holders”) as of such record date, provided that the Registrar
on behalf of the Trust shall not be obligated to provide such List of Holders
at any time that the List of Holders does not differ from the most recent List
of Holders given to the Property Trustee by the Registrar on behalf of the
Trust, and (ii) at any other time, within 30 days of receipt by the Trust
of a written request for a List of Holders as of a date no more than 14 days
before such List of Holders is given to the Property Trustee. The Property
Trustee shall preserve, in as current a form as is reasonably practicable,
all information contained in the List of Holders given to it or which it
receives in the capacity as Paying Agent (if acting in such capacity), provided
that the Property Trustee may destroy any List of Holders previously given
to it on receipt of a new List of Holders.


 


(b)                                 The Property Trustee
shall comply with its obligations under Sections 311(a), 311(b) and 312(b) of
the Trust Indenture Act.


 


SECTION 2.3  Reports by
the Property Trustee.


 


Within 60 days
after January 1 of each year, commencing January 1, 2007 the Property
Trustee shall provide to the Holders of the Preferred Securities such reports
as are required by Section 313 of the Trust Indenture Act, if any, in the form and
in the manner provided by Section 313 of the Trust Indenture Act. The
Property Trustee shall also comply with the requirements of Section 313(d) of
the Trust Indenture Act.


 


SECTION 2.4  Periodic
Reports to Property Trustee.


 


The Initial
Purchaser of Common Securities, and either the Initial Purchaser of Common
Securities or the Administrative Trustees on behalf of the Trust, shall provide
to the Property Trustee such documents, reports and information as are required
by Section 314 of the Trust Indenture Act (if any) and shall provide to
the Property Trustee the compliance certificate required by Section 314 of
the Trust Indenture Act in the form, in the manner and at the times required by
Section 314 of the Trust Indenture Act, such compliance certificate to be
delivered annually on or before 120 days after the end of each fiscal year of
the Initial Purchaser of Common Securities. Delivery of such documents, reports
and information to the Property Trustee is for informational purposes only and
the Property Trustee’s receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including compliance by the Initial Purchaser of Common Securities with
any of its covenants hereunder (as to which the Property Trustee is entitled to
rely exclusively on Officer’s Certificates).


 


10

















 


SECTION 2.5  Evidence of
Compliance with Conditions Precedent.


 


The Initial
Purchaser of Common Securities, and either the Initial Purchaser of Common
Securities or the Administrative Trustees on behalf of the Trust, shall provide
to the Property Trustee such evidence of compliance with any conditions
precedent provided for in this Declaration that relate to any of the matters
set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) of
the Trust Indenture Act may be given in the form of an Officers’
Certificate.


 


SECTION 2.6  Events of
Default, Waiver.


 


(a)                                  An Event of Default
in respect of the Trust Securities means an Event of Default (as defined in the
Indenture) that has occurred and is continuing in respect of the Debentures.


 


(b)                                 The Holders of a
Majority in liquidation amount of Preferred Securities may, by vote, on behalf
of the Holders of all of the Preferred Securities, waive any past Event of
Default in respect of the Preferred Securities and its consequences, provided
that, if the underlying event of default under the Indenture:


 


(i)  is not waivable under the
Indenture, the Event of Default under the Declaration shall also not be
waivable; or


 


(ii)  requires the consent or vote of
greater than a majority in aggregate principal amount of the holders of the
Debentures (a “Super Majority”) to be waived under the Indenture, the Event of
Default under the Declaration may only be waived by the vote of the
Holders of at least the proportion in aggregate liquidation amount of the
Preferred Securities that the relevant Super Majority represents of the
aggregate principal amount of the Debentures outstanding.


 


The foregoing
provisions of this Section 2.6(b) shall be in lieu of Section 316(a)(1)(B) of
the Trust Indenture Act and such Section 316(a)(1)(B) of the Trust
Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such
default shall cease to exist, and any Event of Default with respect to the
Preferred Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or an Event of Default with respect to the
Preferred Securities or impair any right consequent thereon. Any waiver by the
Holders of the Preferred Securities of an Event of Default with respect to the
Preferred Securities shall also be deemed to constitute a waiver by the Holders
of the Common Securities of any such Event of Default with respect to the
Common Securities for all purposes of this Declaration without any further act,
vote, or consent of the Holders of the Common Securities.


 


(c)                                  The Holders of a
Majority in liquidation amount of the Common Securities may, by vote, on behalf
of the Holders of all of the Common Securities, waive any past Event of Default
with respect to the Common Securities and its consequences, provided that, if
the underlying Event of Default under the Indenture:


 


11

















 


(i)  is not waivable under the
Indenture, except where the Holders of the Common Securities are deemed to have
waived such Event of Default under the Declaration as provided below in this Section 2.6(c),
the Event of Default under the Declaration shall also not be waivable; or


 


(ii)  requires the consent or vote of a
Super Majority to be waived, except where the Holders of the Common Securities
are deemed to have waived such Event of Default under the Declaration as
provided below in this Section 2.6(c), the Event of Default under the
Declaration may only be waived by the vote of the Holders of at least the
proportion in aggregate liquidation amount of the Common Securities that the
relevant Super Majority represents of the aggregate principal amount of the
Debentures outstanding;


 


provided
further, the Holders of Common Securities will be deemed to have waived any
such Event of Default and all Events of Default with respect to the Common
Securities and their consequences if all Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise eliminated, and until
such Events of Default have been so cured, waived or otherwise eliminated, the
Property Trustee will be deemed to be acting solely on behalf of the Holders of
the Preferred Securities and only the Holders of the Preferred Securities will
have the right to direct the Property Trustee in accordance with the terms of
the Securities. The foregoing provisions of this Section 2.6(c) shall
be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust
Indenture Act and such Sections 316(a)(1)(A) and 316(a)(1)(B) of the
Trust Indenture Act are hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Subject to the foregoing
provisions of this Section 2.6(c), upon such waiver, any such default
shall cease to exist and any Event of Default with respect to the Common
Securities arising therefrom shall be deemed to have been cured for every
purpose of this Declaration, but no such waiver shall extend to any subsequent
or other default or Event of Default with respect to the Common Securities or
impair any right consequent thereon.


 


(d)                                 A waiver of an Event
of Default under the Indenture by the Property Trustee, at the direction of the
Holders of the Preferred Securities, constitutes a waiver of the corresponding
Event of Default under this Declaration. The foregoing provisions of this Section 2.6(d) shall
be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and
such Section 316(a)(1)(B) of the Trust Indenture Act is hereby
expressly excluded from this Declaration and the Securities, as permitted by
the Trust Indenture Act.


 


SECTION 2.7  Event of
Default, Notice.


 


(a)                                  The Property Trustee
shall, within ten Business Days after the Property Trustee has actual knowledge
that an Event of Default has occurred, (i) transmit by mail, first-class postage
prepaid, to the Holders of the Securities and (ii) transmit by any means
provided in this Declaration to the Administrative Trustees and the Initial
Purchaser of Common Securities, notices of all defaults with respect to the
Securities actually known to a Responsible Officer of the Property Trustee,
unless such defaults have been cured or waived before the giving of such notice
(the term “defaults” for the purposes of this Section 2.7(a) being
hereby defined to be an Event of Default as defined in the Indenture, not
including any periods of grace provided for therein and irrespective of the
giving of


 


12

















 


any notice provided therein); provided that, except for a default in
the payment of principal of or Interest (as defined in the Indenture), the
Property Trustee shall be protected in withholding such notice if and so long
as a Responsible Officer of the Property Trustee in good faith determines that
the withholding of such notice is in the interests of the Holders.


 


(b)                                 The Property Trustee
shall not be deemed to have knowledge of any default except:


 


(i)  a default under Sections 5.01(a) (other
than the payment or non-payment of Compounded Interest, Liquidated Damages,
Additional Sums and Contingent Interest) and 5.01(b) of the Indenture; or


 


(ii)  any default as to which the
Property Trustee shall have received written notice or of which a Responsible
Officer charged with the administration of the Declaration shall have actual
knowledge.


 


(c)                                  The Debenture Issuer,
and either the Debenture Issuer or the Administrative Trustees on behalf of the
Trust, shall file annually with the Property Trustee a certification as to
whether or not they are in compliance with all the conditions and covenants
applicable to them under this Declaration.


 


ARTICLE III

ORGANIZATION


 


SECTION 3.1  Name.


 


The Trust is
named “AMG Capital Trust I” as such name may be modified from time to time
by the Administrative Trustees following written notice to the Delaware
Trustee, the Property Trustee and the Holders. The Trust’s activities may be
conducted under the name of the Trust or any other name deemed advisable by the
Administrative Trustees.


 


SECTION 3.2  Office.


 


The address of
the principal office of the Trust is c/o LaSalle Bank National Association, 135
South LaSalle Street, Suite 1151, Chicago, Illinois 60603, Attn: CDO Trust
Services Group – AMG Capital Trust I. On ten Business Days’ written notice to
the Delaware Trustee, the Property Trustee and the Holders of Securities, the
Administrative Trustees may designate another principal office.


 


SECTION 3.3  Purpose.


 


The exclusive
purposes and functions of the Trust are (a) to issue and sell the
Preferred Securities; (b) to issue and sell the Common Securities to the Initial
Purchaser of Common Securities in a total liquidation amount equal to at least
3 percent of the Trust’s total capital; (c) to use the proceeds from the
sale of the Securities to acquire the Debentures, and (d) except as
otherwise limited herein, to engage in only those other activities necessary,
advisable or incidental thereto, including, without limitation, those
activities specified in Sections 3.6, 3.8,


 


13

















 


3.9, 3.10, 3.11 and/or 3.12. The Trust shall not acquire any
investments, sell or assign Trust property, borrow money, issue debt or
reinvest proceeds derived from investments, mortgage or pledge any of its
assets, take or consent to any action that would result in the placement of a
lien on any of the Trust property, issue any securities other than the
Preferred Securities or Common Securities or otherwise undertake (or permit to
be undertaken) any activity that would cause the Trust not to be classified for
United States federal income tax purposes as a grantor trust.


 


SECTION 3.4  Authority.


 


The Trust
shall have the power and authority and is hereby authorized to undertake the
actions set forth above and to own property and conduct its business as
described in the Offering Memorandum. Subject to the limitations provided in
this Declaration and to the specific duties of the Property Trustee, the
Administrative Trustees shall have exclusive and complete authority to carry
out the purposes of the Trust. An action taken by the Administrative Trustees
in accordance with their powers shall constitute the act of and serve to bind
the Trust and an action taken by the Property Trustee on behalf of the Trust in
accordance with its powers shall constitute the act of and serve to bind the
Trust. In dealing with the Trustees acting on behalf of the Trust, no Person
shall be required to inquire into the authority of the Trustees to bind the
Trust. Persons dealing with the Trust are entitled to rely conclusively on the
power and authority of the Trustees as set forth in this Declaration.


 


SECTION 3.5  Title to
Property of the Trust.


 


Except as
provided in Section 3.8 with respect to the Debentures and the Property
Trustee Account or as otherwise provided in this Declaration, legal title to
all assets of the Trust shall be vested in the Trust. The Holders shall not
have legal title to any part of the assets of the Trust, but shall have an
undivided beneficial interest in the assets of the Trust.


 


SECTION 3.6  Powers and
Duties of the Administrative Trustees.


 


The
Administrative Trustees, acting individually or together, shall have the
exclusive power, duty and authority, and are hereby authorized and directed, to
cause the Trust to engage in the following activities:


 


(a)                                  to issue and sell the
Securities in accordance with this Declaration; provided, however, (i) the
Trust may issue no more than one series of Preferred Securities and
no more than one series of Common Securities, (ii) there shall be no
interests in the Trust other than the Securities, and (iii) the issuance
of Securities shall be limited to a simultaneous issuance of both Preferred
Securities and Common Securities at the Closing Time;


 


(b)                                 in connection with the
issue and sale of the Preferred Securities at the direction of the Initial
Purchaser of Common Securities, to:


 


(i)  assist in the preparation of the
Offering Memorandum and the Disclosure Package, in each case prepared by the
Initial Purchaser of Common Securities, in relation to the offering and sale of
the Preferred Securities to “qualified institutional buyers” (as defined in Section 144A
of the Securities Act)


 


14

















 


(“QIBs”) in reliance on Rule 144A under the Securities Act and to
execute and file with the Commission, at such time as determined by the Initial
Purchaser of Common Securities, a registration statement (the “Registration
Statement”) prepared by the Initial Purchaser of Common Securities, including
any amendments thereto, covering (a) resales by the holders of all
Preferred Securities (including the Guarantee Agreement), (b) resales by
the holders of all Debentures, and (c) resales by holders of the Common
Stock issuable upon conversion of Preferred Securities by the holder thereof,
and take all other actions as directed by the Initial Purchaser of Common
Securities in connection with the Registration Rights Agreement;


 


(ii)  execute and file any documents
prepared by the Initial Purchaser of Common Securities, or take any acts as
determined by the Initial Purchaser of Common Securities to be necessary in
order to qualify or register all or part of the Preferred Securities in
any state or foreign jurisdiction in which the Initial Purchaser of Common
Securities has determined to qualify or register such Preferred Securities for
sale;


 


(iii)  execute and file an application,
prepared by the Initial Purchaser of Common Securities, to the Private
Offerings, Resale and Trading through Automated Linkages (“PORTAL”) Market and,
at such time, if any, as determined by the Initial Purchaser of Common
Securities to the New York Stock Exchange, Inc. or any other national
stock exchange or the NASDAQ National Market for listing or quotation upon
notice of issuance of any Preferred Securities, but if and only if the Initial
Purchaser of Common Securities has authorized the Administrative Trustees to
make such filing;


 


(iv)  execute and deliver letters,
documents, or instruments with DTC and other Clearing Agencies relating to the
Preferred Securities;


 


(v)  execute and file with the
Commission a registration statement on Form 8-A, including any amendments
thereto, prepared by the Initial Purchaser of Common Securities relating to the
registration of the Preferred Securities under Section 12 of the Exchange
Act, but if and only if the Initial Purchaser of Common Securities has
authorized the Administrative Trustees to make such filing;


 


(vi)  execute and enter into the
Purchase Agreement providing for the sale of the Preferred Securities;


 


(vii)  execute and enter into the
Registration Rights Agreement and pursuant thereto execute and file with the
Commission a registration statement on Form S-1 or Form S-3,
including any amendments thereto, prepared by the Initial Purchaser of Common
Securities relating to the registration of the Preferred Securities under the Securities
Act; and


 


15

















 


(viii)  execute and file any agreement,
certificate or other document which such Administrative Trustee deems necessary
or appropriate in connection with the issuance and sale of the Preferred
Securities;


 


(c)                                  to acquire the
Debentures with the proceeds of the sale of the Preferred Securities and the
Common Securities; provided, however, that the Administrative Trustees shall
cause legal title to the Debentures to be held of record in the name of the
Property Trustee for the benefit of the Holders of Preferred Securities and Holders
of Common Securities;


 


(d)                                 to give the Initial
Purchaser of Common Securities and the Property Trustee prompt written notice
of the occurrence of a Special Event;


 


(e)                                  to establish a record
date with respect to all actions to be taken hereunder that require a record
date be established, including and with respect to, for the purposes of Section 316(c) of
the Trust Indenture Act, Distributions (subject to Section 2(d) of
Annex I and Section 15.2 hereof), voting rights, redemptions and
exchanges, and to issue relevant notices to the Holders of Preferred Securities
and Holders of Common Securities as to such actions and applicable record
dates, except as such duty has expressly been accorded to the Property Trustee
under the terms hereof (including Annex I);


 


(f)                                    to take all actions
and perform such duties as may be required of the Administrative
Trustees pursuant to the terms of the Securities;


 


(g)                                 to bring or defend,
pay, collect, compromise, arbitrate, resort to legal action, or otherwise
adjust claims or demands of or against the Trust (“Legal Action”), unless
pursuant to Section 3.8(e), the Property Trustee has the exclusive power
to bring such Legal Action;


 


(h)                                 to defend all claims
and demands of all Persons at any time claiming any liens on any of the Trust property
adverse to the interest of the Trust or the Holders in their capacity as
Holders;


 


(i)                                     to employ or
otherwise engage employees and agents (who may be designated as officers
with titles) and managers, contractors, advisors, and consultants and pay
reasonable compensation for such services;


 


(j)                                     to cause the Trust
to comply with the Trust’s obligations under the Trust Indenture Act;


 


(k)                                  to give the
certificate required by Section 314(a)(4) of the Trust Indenture Act
to the Property Trustee, which certificate may be executed by any
Administrative Trustee;


 


(l)                                     to incur expenses
that are necessary or incidental to carry out any of the purposes of the Trust;


 


16

















 


(m)                               to act as, or appoint
another Person to act as, Registrar, Conversion Agent or Exchange Agent for the
Securities or to appoint a Paying Agent for the Securities as provided in Section 7.4,
except for such time as such power to appoint a Paying Agent is vested in the
Property Trustee;


 


(n)                                 to take all action
that may be necessary or appropriate for the preservation and the
continuation of the Trust’s valid existence, rights, franchises and privileges
as a statutory trust under the laws of the State of Delaware and of each other
jurisdiction in which such existence is necessary to protect the limited
liability of the Holders or to enable the Trust to effect the purposes for
which the Trust was created;


 


(o)                                 to take any action,
not inconsistent with this Declaration, the Certificate of Trust or with
applicable law, that the Administrative Trustees determine in their discretion
to be necessary or desirable in carrying out the activities of the Trust as set
out in this Section 3.6, including, but not limited to:


 


(i)  causing the Trust not to be deemed
to be an Investment Company under the Investment Company Act;


 


(ii)  causing the Trust to be classified
for United States federal income tax purposes as a grantor trust and not as an
association taxable as a corporation or partnership; and


 


(iii)  cooperating with the Debenture
Issuer to ensure that the Debentures will be treated as indebtedness of the
Debenture Issuer for United States federal income tax purposes;


 


provided that any such action does not
materially adversely affect the interests of the Holders of the Preferred
Securities or cause the trust to be treated as other than a grantor trust for
United States federal income tax purposes;


 


(p)                                 to take all action
necessary to cause all applicable tax returns and tax information reports that
are required to be filed with respect to the Trust to be duly prepared and
filed by the Administrative Trustees, on behalf of the Trust; and


 


(q)                                 to execute all
documents or instruments, perform all duties and powers, and do all things
for and on behalf of the Trust in all matters necessary or incidental to the
foregoing.


 


The
Administrative Trustees must exercise the powers set forth in this Section 3.6
in a manner that is consistent with the purposes and functions of the Trust set
out in Section 3.3, and the Administrative Trustees shall not take any
action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.3.


 


Subject to
this Section 3.6, the Administrative Trustees shall have none of the
powers or the authority of the Property Trustee set forth in Section 3.8.


 


17

















 


Any expenses
incurred by the Administrative Trustees pursuant to this Section 3.6 shall
be reimbursed by the Debenture Issuer.


 


Notwithstanding
any provision to the contrary in this Declaration, Annex I, any Exhibit hereto,
any Securities, the Indenture, the Securities Guarantee, or any other agreement
or document contemplated by any of the foregoing, and to the fullest extent
permitted by law, the Institutional Administrative Trustee (i) shall have
no duty (including, without limitation, fiduciary duty) whatsoever to act
hereunder, whether separately as Administrative Trustee or on behalf of the
Trust, until it receives written direction reasonably satisfactory to it from
the Initial Purchaser of Common Securities, and until it receives payment or
assurances of payment reasonably satisfactory to it of expenses from the
Debenture Issuer; (ii) shall have no liability to any Person (including,
without limitation, to the Trust, any Holder or any other Trustee) for any acts
or omissions taken or omitted to be taken by it pursuant to and in accordance
with such written direction from the Initial Purchaser of Common Securities,
and such acts and omissions by the Institutional Administrative Trustee shall
be deemed not to constitute negligence, gross negligence, bad faith or willful
misconduct (it being understood that any such liability shall be that of the
Debenture Issuer insofar as having directed such action); (iii) shall be
entitled, in addition to the protections, benefits, indemnities and immunities
granted to it hereunder, to all of the protections, benefits, indemnities and
immunities granted to the Property Trustee hereunder; and (iv) shall have
the right to resign as Administrative Trustee by delivery to the Initial
Purchaser of the Common Securities of a written notice of resignation not less
than 20 Business Days prior to the time the resignation is to take effect, and
such resignation shall be effective as provided in the notice of resignation
whether or not a Successor Administrative Trustee shall have been appointed.


 


SECTION 3.7  Prohibition
of Actions by the Trust and the Trustees.


 


(a)                                  The Trust shall not,
and the Trustees (including the Property Trustee and the Delaware Trustee)
shall not, engage in any business, activities or transactions except as
expressly provided herein or contemplated hereby. In particular, the Trust
shall not and the Administrative Trustees shall cause the Trust not to:


 


(i)  invest any proceeds received by the
Trust from holding the Debentures, but shall distribute all such proceeds to
Holders pursuant to the terms of this Declaration and of the Securities;


 


(ii)  acquire any investments or assets
other than as expressly provided herein, or engage in any activities not
authorized by this Declaration;


 


(iii)  sell, assign, transfer, exchange,
pledge, set-off or otherwise dispose of any of the Trust property or interests
therein, including to the Holders, except as expressly provided herein;


 


(iv)  take any action or fail to take
any action that would cause the Trust to fail or cease to qualify as a grantor
trust for United States federal income tax purposes;


 


(v)  possess Trust property for other
than a Trust purpose;


 


18

















 


(vi)  make any loans or incur any
indebtedness;


 


(vii)  have any power to, or consent to
any action that would vary the investment (within the meaning of Treasury
Regulation Section 301.7701-4(c)) of the Trust or of the Holders;


 


(viii)  issue any securities or other
evidences of beneficial ownership of, or beneficial interest in, the Trust
other than the Securities;


 


(ix)  execute mortgages, pledge,
otherwise encumber any of the Trust’s assets or take or consent to any action
that would result in the placement of a lien on any of the Trust property; or


 


(x)  revoke
any action previously authorized or approved by a vote of the Holders of the
Preferred Securities, except by subsequent vote of such Holders.


 


(b)                                 So long as the
Property Trustee holds any Debentures, the Trustees may not, without
obtaining the prior consent of the Holders of a Majority in liquidation amount
of all outstanding Preferred Securities: (i) direct the time, method and
place of conducting any proceeding for any remedy available to the Debenture
Trustee, or execute any trust or power conferred on the Debenture Trustee with
respect to the Debentures; (ii) revoke any action previously authorized or
approved by a vote of the Holders of the Preferred Securities except by
subsequent vote of such Holders; (iii) waive any past default that is
waivable under Section 5.07 of the Indenture; (iv) exercise any right
to rescind or annul a declaration accelerating the maturity of the principal of
the Debentures; or (v) consent to any amendment, modification or
termination of the Indenture or the Debentures, where such consent shall be
required; provided further, where a consent under the Indenture would require
the consent of Holders of a Super Majority of the aggregate principal amount of
Debentures affected thereby, only the Holders of the percentage of that
aggregate stated liquidation amount of the Preferred Securities which is at
least equal to the percentage required under the Indenture may direct the
Property Trustee to give such consent. In addition to obtaining the approval of
the Holders of the Preferred Securities, the Property Trustee shall be under no
obligation to take any of the actions described in clause (iii), (iv) or (v) unless
the Property Trustee has obtained an Opinion of Counsel experienced in such
matters to the effect that the Trust will not fail to be classified as a
grantor trust for federal income tax purposes after taking the action into
account and each Holder will be treated as owning an undivided beneficial
interest in the Debentures. The foregoing provisions of this Section 3.7(b) are
subject to Section 7.8 hereof.


 


SECTION 3.8  Powers and
Duties of the Property Trustee.


 


(a)                                  The legal title to
the Debentures shall be owned by and held of record in the name of the Property
Trustee in trust for the benefit of the Holders. The right, title and interest
of the Property Trustee to the Debentures shall vest automatically in each
Person who may hereafter be appointed as Property Trustee in accordance
with Section


 


19

















 


5.7. Such vesting and cessation of title shall be effective whether or
not conveyancing documents with regard to the Debentures have been executed and
delivered.


 


(b)                                 The Property Trustee
shall not transfer its right, title and interest in the Debentures to the
Administrative Trustees (in its capacity as such to the extent that the Person
serving as Property Trustee is also an Administrative Trustee) or to the
Delaware Trustee (if the Property Trustee does not also act as Delaware
Trustee).


 


(c)                                  The Property Trustee
shall:


 


(i)  establish and maintain a segregated
non-interest bearing trust account (the “Property Trustee Account”) in the name
of and under the exclusive control of the Property Trustee on behalf of the
Holders and, upon the receipt of payments of funds made in respect of the
Debentures held by the Property Trustee, deposit such funds into the Property
Trustee Account and make payments or cause the Paying Agent to make payments to
the Holders from the Property Trustee Account in accordance with Section 6.1.
Funds in the Property Trustee Account shall be held uninvested until disbursed
in accordance with this Declaration. The Property Trustee Account shall be an
account that is maintained with a banking institution the rating on whose
long-term unsecured indebtedness by a “nationally recognized statistical rating
organization,” as that term is defined for purposes of Rule 436(g)(2) under
the Securities Act, is at least investment grade;


 


(ii)  engage in such ministerial
activities as shall be necessary or appropriate to effect the redemption of the
Trust Securities to the extent the Debentures are redeemed or mature; and


 


(iii)  upon written notice of
distribution issued by the Administrative Trustees in accordance with the terms
of the Securities, engage in such ministerial activities as shall be necessary
or appropriate to effect the distribution of the Debentures to Holders upon the
occurrence of certain events.


 


(d)                                 The Property Trustee
shall take all actions and perform such duties as may be specifically
required of the Property Trustee pursuant to the terms of this Declaration and
the Securities.


 


(e)                                  Subject to Section 3.9(a),
the Property Trustee shall take any Legal Action which arises out of or in
connection with an Event of Default (of which a Responsible Officer has actual
knowledge), including in respect of enforcing rights under the Indenture and
the Debentures in respect of an event of default thereunder, or the Property
Trustee’s duties and obligations under this Declaration or the Trust Indenture
Act.


 


(f)                                    The Property
Trustee shall not resign as a Trustee unless either:


 


(i)  the Trust has been completely
liquidated and the proceeds of the liquidation distributed to the Holders
pursuant to the terms of the Securities; or


 


20

















 


(ii)  a successor Property Trustee has
been appointed and has accepted that appointment in accordance with Section 5.7
(a “Successor Property Trustee”).


 


(g)                                 The Property Trustee
shall have the legal power to exercise all of the rights, powers and privileges
of a holder of Debentures under the Indenture and, if an Event of Default
actually known to a Responsible Officer occurs and is continuing, the Property
Trustee shall, for the benefit of Holders, enforce its rights as holder of the
Debentures subject to the rights of the Holders pursuant to the terms of this
Declaration and the Securities.


 


(h)                                 The Property Trustee
shall be authorized to undertake any actions set forth in Section 317(a) of
the Trust Indenture Act.


 


(i)                                     For such time as
the Property Trustee is the Paying Agent, the Property Trustee may authorize
one or more Persons, acceptable to the Administrative Trustees and the Holder
of Common Securities, to act as additional Paying Agents and to pay
Distributions, redemption payments or liquidation payments on behalf of the
Trust with respect to all Securities and any such Paying Agent shall comply
with Section 317(b) of the Trust Indenture Act. Any such additional
Paying Agent may be removed by the Property Trustee at any time the
Property Trustee remains as Paying Agent and a successor Paying Agent or
additional Paying Agents may be (but are not required to be) appointed at
any time by the Property Trustee while the Property Trustee is so acting as
Paying Agent.


 


(j)                                     The Property
Trustee shall give prompt written notice to Holders of any notice received from
the Debenture Issuer of its election to defer payments of interest on the
Debentures by extending the interest payment period under the Indenture.


 


(k)                                  Subject to this Section 3.8,
the Property Trustee shall have none of the duties, liabilities, powers or the
authority of the Administrative Trustees set forth in Section 3.6.


 


Notwithstanding
anything expressed or implied to the contrary in this Declaration or any Annex
or Exhibit hereto, (i) the Property Trustee must exercise the powers
set forth in this Section 3.8 in a manner that is consistent with the
purposes and functions of the Trust set out in Section 3.3, and (ii) the
Property Trustee shall not take any action that is inconsistent with the
purposes and functions of the Trust set out in Section 3.3.


 


SECTION 3.9  Certain
Duties and Responsibilities of the Property Trustee.


 


(a)                                  The Property Trustee,
before the occurrence of any Event of Default and after the curing or waiving
of all Events of Default that may have occurred, shall undertake to perform only
such duties as are specifically set forth in this Declaration and in the
Securities and no implied covenants or obligations shall be read into this
Declaration against the Property Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.6) of
which a Responsible Officer has actual knowledge, the Property Trustee shall
exercise such of the rights and powers vested in it by this Declaration, and
use the same degree of care and skill in their


 


21

















 


exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs. If no such Event of
Default exists and the Property Trustee is required to decide between
alternative courses of action or to construe ambiguous provisions in this
Declaration or is unsure of the application of any provision of this
Declaration, and the matter is not one on which Holders of the Preferred
Securities or the Common Securities are entitled under this Declaration to
vote, then the Property Trustee shall take such action as directed by the
Holder of Common Securities and, if not directed, shall take such action as it
deems advisable and in the best interests of the Holders of Preferred
Securities and will have no liability, except for its own bad faith, negligence
or willful misconduct.


 


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


 


(i)  prior to the occurrence of an Event
of Default and after the curing or waiving of all such Events of Default that may have
occurred:


 


(A)  the duties and obligations of the
Property Trustee shall be determined solely by the express provisions of this
Declaration and in the Securities and the Property Trustee shall not be liable
except for the performance of such duties and obligations as are specifically
set forth in this Declaration and in the Securities, and no implied covenants
or obligations shall be read into this Declaration against the Property
Trustee; and


 


(B)  in the absence of bad faith on the part of
the Property Trustee, the Property Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Property Trustee
and conforming to the requirements of this Declaration; provided, however, that
in the case of any such certificates or opinions that by any provision hereof
are specifically required to be furnished to the Property Trustee, the Property
Trustee shall be under a duty to examine the same to determine whether or not
on their face they conform to the requirements of this Declaration (but
need not confirm or investigate the accuracy of mathematical calculations or
other facts stated therein);


 


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


 


(iii)  the Property Trustee shall not be
liable with respect to any action taken or omitted to be taken by it in good
faith in accordance with the direction of the Holders of not less than a
majority in liquidation amount of the Securities relating to the time, method
and place of conducting any proceeding for any


 


22

















 


remedy available to the Property Trustee, or exercising any trust or
power conferred upon the Property Trustee under this Declaration;


 


(iv)  no provision of this Declaration
shall require the Property Trustee to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its duties or
in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that the repayment of such funds or liability is not
reasonably assured to it under the terms of this Declaration or indemnity
reasonably satisfactory to the Property Trustee against such risk or liability
is not reasonably assured to it;


 


(v)  the Property Trustee’s sole duty
with respect to the custody, safe keeping and physical preservation of the
Debentures and the Property Trustee Account shall be to deal with such property
in a similar manner as the Property Trustee deals with similar property for its
own account, subject to the protections and limitations on liability afforded
to the Property Trustee under this Declaration and the Trust Indenture Act;


 


(vi)  the Property Trustee shall have no
duty or liability for or with respect to the value, genuineness, existence or
sufficiency of the Debentures or the payment of any taxes or assessments levied
thereon or in connection therewith;


 


(vii)  the Property Trustee shall not be
liable for any interest on any money received by it. Money held by the Property
Trustee need not be segregated from other funds held by it except in relation
to the Property Trustee Account maintained by the Property Trustee pursuant to Section 3.8(c)(i) and
except to the extent otherwise required by law;


 


(viii)  the Property Trustee shall not
be responsible for monitoring the compliance by the Administrative Trustees or
the Initial Purchaser of Common Securities with their respective duties under
this Declaration, nor shall the Property Trustee be liable for any default or
misconduct of the Administrative Trustees (other than to the extent that the
Property Trustee also serves as an Administrative Trustee) or the Initial
Purchaser of Common Securities; and


 


(ix)  the Property Trustee shall not be
deemed to have notice of any Event of Default unless a Responsible Officer of
the Property Trustee has actual knowledge thereof or unless written notice of
any event which is in fact such a default is received by the Property Trustee
at the Corporate Trust Office of the Property Trustee, and such notice
references the Securities and this Indenture, except as set forth in Section 2.7(b).


 


SECTION 3.10  Certain
Rights of Property Trustee.


 


(a)                                  Subject to the
provisions of Section 3.9:


 


(i)  the Property Trustee may conclusively
rely and shall be fully protected in acting or refraining from acting upon any
resolution, certificate, statement,


 


23

















 


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, sent or
presented by the proper party or parties;


 


(ii)  any direction or act of the
Initial Purchaser of Common Securities or the Administrative Trustees
contemplated by this Declaration may be sufficiently evidenced by an Officers’
Certificate;


 


(iii)  whenever in the administration of
this Declaration, the Property Trustee shall deem it desirable that a matter be
proved or established before taking, suffering or omitting any action
hereunder, the Property Trustee (unless other evidence is herein specifically
prescribed) may, in the absence of bad faith on its part, request and
conclusively rely upon an Officers’ Certificate which, upon receipt of such
request, shall be promptly delivered by the Initial Purchaser of Common Securities
or the Administrative Trustees;


 


(iv)  the Property Trustee shall have no
duty to see to any recording, filing or registration of any instrument
(including any financing or continuation statement or any filing under tax or
securities laws) or any rerecording, refiling or re-registration thereof;


 


(v)  the Property Trustee may consult
with counsel or other experts of its selection and the advice or opinion of
such counsel and experts with respect to legal matters or advice within the
scope of such experts’ area of expertise 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 accordance with such advice or
opinion, such counsel may be counsel to the Initial Purchaser of Common
Securities or any of its Affiliates, and may include any of its employees.
The Property Trustee shall have the right at any time to seek instructions
concerning the administration of this Declaration from any court of competent
jurisdiction;


 


(vi)  the Property Trustee shall be
under no obligation to exercise any of the rights or powers vested in it by
this Declaration at the request or direction of any Holder, unless such Holder
shall have provided to the Property Trustee security and indemnity, reasonably
satisfactory to the Property Trustee, against the costs, expenses (including
reasonable attorneys’ fees and expenses and the expenses of the Property
Trustee’s agents, nominees or custodians) and liabilities that might be
incurred by it in complying with such request or direction, including such
reasonable advances as may be requested by the Property Trustee provided,
that, nothing contained in this Section 3.10(a)(vi) shall be taken to
relieve the Property Trustee, upon the occurrence of an Event of Default, of
its obligation to exercise the rights and powers vested in it by this
Declaration;


 


(vii)  the Property Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument,


 


24

















 


opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Property Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit;


 


(viii)  the Property Trustee may execute
any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents, custodians, nominees or attorneys and
the Property Trustee shall not be responsible for any misconduct or negligence
on the part of any such agent, custodian, nominee or attorney appointed
with due care by it hereunder;


 


(ix)  any action taken by the Property
Trustee or its agents hereunder shall bind the Trust and the Holders, and the
signature of the Property Trustee or its agents alone shall be sufficient and
effective to perform any such action and no third party shall be required
to inquire as to the authority of the Property Trustee to so act or as to its
compliance with any of the terms and provisions of this Declaration, both of
which shall be conclusively evidenced by the Property Trustee’s or its agent’s
taking such action;


 


(x) 
whenever in the administration of this Declaration the Property Trustee
shall deem it desirable to receive instructions with respect to enforcing any
remedy or right or taking any other action hereunder, the Property Trustee (i) may request
instructions from the Holders which instructions may only be given by the
Holders of the same proportion in liquidation amount of the Securities as would
be entitled to direct the Property Trustee under the terms of the Securities in
respect of such remedy, right or action, (ii) may refrain from enforcing
such remedy or right or taking such other action until such instructions are
received, and (iii) shall be protected in conclusively relying on or
acting in accordance with such instructions;


 


(xi) 
except as otherwise expressly provided by this Declaration, the Property
Trustee shall not be under any obligation to take any action that is
discretionary under the provisions of this Declaration;


 


(xii) 
the Property Trustee shall not be liable for any action taken, suffered,
or omitted to be taken by it in good faith, without negligence, and reasonably
believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Declaration;


 


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


 


(xiv) 
the Property Trustee may request that the Initial Purchaser of
Common Securities deliver an Officers’ Certificate setting forth the names of


 


25

















 


individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Declaration, which Officers’ Certificate may be
signed by any person authorized to sign an Officers’ Certificate, including any
person specified as so authorized in any such certificate previously delivered
and not superseded; and


 


(xv) 
The permissive rights of the Property Trustee to do things enumerated in
this Declaration shall not be construed as duties.


 


(b)                                 No provision of this
Declaration shall be deemed to impose any duty or obligation on the Property
Trustee to perform any act or acts or exercise any right, power, duty or
obligation conferred or imposed on it, in any jurisdiction in which it shall be
illegal, or in which the Property Trustee shall be unqualified or incompetent
in accordance with applicable law, to perform any such act or acts, or to
exercise any such right, power, duty or obligation. No permissive power or
authority available to the Property Trustee shall be construed to be a duty. In
the exercise of its discretion, the Property Trustee shall take no action or
fail to take any action that, to the actual knowledge of a Responsible Officer
of the Property Trustee, would cause the Trust to be treated as other than a
grantor trust for U.S. federal income tax purposes, provided, however, that the
Property Trustee, at the expense of the Initial Purchaser of Common Securities,
shall consult with legal tax counsel experienced in such matters in the event
of an Event of Default.


 


SECTION 3.11  Delaware
Trustee.


 


Notwithstanding
any other provision of this Declaration other than Section 5.2, the
Delaware Trustee shall not be entitled to exercise any powers, nor shall the
Delaware Trustee have any of the duties and responsibilities of the
Administrative Trustees or the Property Trustee described in this Declaration.
Except as set forth in Section 5.2, the Delaware Trustee shall be a
Trustee for the sole and limited purpose of fulfilling the requirements of Section 3807
of the Statutory Trust Act. In the event the Delaware Trustee shall at any time
be required to take any action or perform any duty hereunder, the Delaware
Trustee shall be entitled to the benefits of Section 3.9(b)(ii) to
(viii), inclusive, and Section 3.10. No implied covenants or obligations
shall be read into this Declaration against the Delaware Trustee.


 


SECTION 3.12  Execution
of Documents.


 


Unless
otherwise determined by the Administrative Trustees, and except as otherwise
required by the Statutory Trust Act, a majority of the Administrative Trustees
or, if there are only two, any Administrative Trustee or, if there is only one,
such Administrative Trustee is authorized to execute and deliver on behalf of
the Trust any documents that the Administrative Trustees have the power and
authority to execute pursuant to Section 3.6; provided that the
Registration Statement referred to in Section 3.6(b)(i), including any
amendments thereto, shall, to the extent required by applicable law,  be signed by (or on behalf of) all of the
Administrative Trustees.


 


26

















 


SECTION 3.13  Not
Responsible for Recitals or Issuance of Securities.


 


The recitals
contained in this Declaration and the Securities shall be taken as the
statements of the Initial Purchaser of Common Securities, and the Trustees do
not assume any responsibility for their correctness. The Trustees make no
representations as to the value or condition of the property of the Trust or
any part thereof. The Trustees make no representations as to the validity
or sufficiency of this Declaration or the Securities.


 


SECTION 3.14  Duration of
Trust.


 


The Trust,
unless terminated pursuant to the provisions of Article VIII hereof, shall
have existence up to April 3, 2041.


 


SECTION 3.15  Mergers.


 


(a)                                  The Trust may not
merge with or into, consolidate, amalgamate, or be replaced by, or convey,
transfer or lease all or substantially all of its properties and assets to any
Person, except as described in Section 3.15(b) and (c) and
except with respect to the distribution of Debentures to Holders pursuant to Section 8.1(a)(iii) of
this Declaration or Section 3 of Annex I.


 


(b)                                 The Trust may, at the
request of the Holder of Common Securities, with the consent of the
Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees and without the consent of the Holders, the Delaware
Trustee or the Property Trustee, merge with or into, consolidate, amalgamate,
or be replaced by, or convey, transfer or lease all or substantially all of its
properties and assets to, a trust organized as such under the laws of any
State; provided that:


 


(i)  such successor entity (if not the
original Trust) (the “Successor Entity”) either:


 


(A)  expressly assumes all of the
obligations of the Trust under the Securities; or


 


(B)  substitutes for the Securities other
securities having substantially the same terms as the Securities (the “Successor
Securities”) so long as the Successor Securities rank the same as the
Securities rank with respect to Distributions and payments upon liquidation,
redemption and otherwise, provided, however that the Administrative Trustee
first obtains the opinion of counsel of the Trust experienced in such matters,
to the effect that such substitution would not vary the investment (within the
meaning of Treasury Regulation Section 301.7701-4(c)) of the Trust or of
the Holders;


 


(ii)  the Holder of Common Securities
expressly appoints a trustee of any Successor Entity that possesses the same
powers and duties as the Property Trustee as the holder of the Debentures;


 


27

















 


(iii)  any such preferred Successor
Securities are listed, or any such preferred Successor Securities will be
listed upon notification of issuance, on any national securities exchange or
with another organization on which the Preferred Securities are then listed or
quoted, if any;


 


(iv)  if the Preferred Securities
(including any Successor Securities) or the Debentures are rated by any
nationally recognized statistical rating organization prior to such
transaction, such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not cause either the Preferred Securities (including any
Successor Securities), or the Debentures to have a lower rating by any
nationally recognized statistical rating organization;


 


(v)  such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders (including the
holders of any Successor Securities) in any material respect or cause the Trust
or the successor entity to be treated as other than a grantor trust for United
States federal income tax purposes;


 


(vi)  any Successor Entity has a purpose
substantially identical to that of the Trust;


 


(vii)  prior to such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, each of the Holder of
Common Securities and the Property Trustee has received an opinion of counsel
to the Trust experienced in such matters to the effect that:


 


(A)  such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders (including the
holders of any Successor Securities) in any material respect;


 


(B)  following such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor
the Successor Entity will be an Investment Company; and


 


(C)  following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, the
Trust continues to be, and the Successor Entity will be, classified as a
grantor trust for United States federal income tax purposes;


 


(viii)  the Holder of Common Securities
or any permitted successor or assignee owns all of the common securities of any
Successor Entity and guarantees the obligations of such Successor Entity under
any Successor Securities at least to the extent provided by the Guarantee
Agreement; and


 


(ix)  there shall have been furnished to
the Property Trustee an Officer’s Certificate and an Opinion of Counsel, each
to the effect that all conditions precedent in this Declaration to such
transaction have been satisfied.


 


28

















 


(c)                                  Notwithstanding Section 3.15(b),
the Trust shall not, except with the consent of Holders of 100% in liquidation
amount of the Securities, consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease all or substantially all of its
properties and assets to any other Person or permit any other Person to
consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or lease
would cause the Trust or the Successor Entity not to be classified as a grantor
trust for United States federal income tax purposes or would cause any holder
of the Preferred Securities or the Successor Securities not to be treated as
owning an undivided beneficial interest in the Debentures.


 


ARTICLE IV

INITIAL PURCHASER OF COMMON SECURITIES


 


SECTION 4.1  Purchase of
Common Securities by Initial Purchaser.


 


At the Closing
Time, the Initial Purchaser of Common Securities will purchase all of the
Common Securities then issued by the Trust, the aggregate liquidation amount of
which shall at such date equal at least 3% of the total capital of the Trust.


 


SECTION 4.2  Responsibilities
of the Initial Purchaser of Common Securities.


 


In connection
with the issue and sale of the Preferred Securities, the Initial Purchaser of
Common Securities shall have the exclusive right and responsibility to engage
in the following activities:


 


(a)                                  to prepare the
Disclosure Package and the Offering Memorandum and to prepare for filing by the
Trust with the Commission the Registration Statement, including any amendments
thereto;


 


(b)                                 to determine the
states and foreign jurisdictions in which to take appropriate action to qualify
or register for sale all or part of the Preferred Securities and to do any
and all such acts other than actions which must be taken by the Trust, and advise
the Trust of actions it must take, and prepare for execution and filing any
documents to be executed and filed by the Trust, as the Initial Purchaser of
Common Securities deems necessary or advisable in order to comply with the
applicable laws of any such states and foreign jurisdictions;


 


(c)                                  if so determined by
the Initial Purchaser of Common Securities, to prepare for filing by the Trust
an application to PORTAL;


 


(d)                                 to prepare for filing
by the Trust with the Commission a registration statement on Form 8-A
relating to the registration of the Preferred Securities under Section 12
of the Exchange Act, including any amendments thereto, if the Initial Purchaser
of Common Securities in its sole discretion determines such a filing is
necessary or appropriate;


 


29

















 


(e)                                  to negotiate the
terms of the Purchase Agreement, the Registration Rights Agreement and other
related agreements providing for the sale of the Preferred Securities; and


 


(f)                                    to execute all
documents or instruments, perform all duties and powers, and do all things
for and on behalf of the Trust in all matters necessary or incidental to the
foregoing.


 


SECTION 4.3  Right to
Proceed.


 


The Initial
Purchaser of Common Securities acknowledges the rights of the Holders of
Preferred Securities, in the event that a failure of the Trust to pay
Distributions on the Preferred Securities is attributable to the failure of the
Debenture Issuer to pay Interest or principal on the Debentures and the rights
of the Holders to institute a proceeding directly against the Debenture Issuer
for enforcement of its payment obligations on the Debentures.


 


SECTION 4.4  Right to
Terminate Trust.


 


The Holder of
Common Securities will have the right at any time to terminate the Trust and,
after satisfaction of liabilities to creditors of the Trust as required by
applicable law, to cause the Debentures to be distributed to the Holders of the
Trust Securities in liquidation of the Trust.


 


SECTION 4.5  Obligations
of the Initial Purchaser.


 


The Initial
Purchaser of Common Securities agrees to take the position, for United States
federal and state income tax purposes, that (i) the Trust is a grantor
trust and not a partnership or any association taxable as a corporation, and (ii) the
Debentures constitute indebtedness of the Company that is subject to the
Treasury Regulations governing contingent payment debt instruments (“CPDI
Regulations”).


 


ARTICLE V

TRUSTEES


 


SECTION 5.1  Number of
Trustees: Appointment of Co-Trustee.


 


The number of
Trustees initially shall be three, consisting of one Administrative Trustee,
the Delaware Trustee and the Property Trustee, and:


 


(a)                                  at any time before
the issuance of any Securities, the Initial Purchaser of Common Securities may,
by written instrument, increase or decrease the number of Trustees; and


 


(b)                                 after the issuance of
any Securities, the number of Trustees may be increased or decreased by
vote of the Holders of a Majority in liquidation amount of the Common
Securities voting as a class at a meeting of the Holders of the Common
Securities;


 


30

















 


provided,
however, that, the number of Trustees shall in no event be less than three (3);
provided further that (1) one Trustee, in the case of a natural person,
shall be a person who is a resident of the State of Delaware or that, if not a
natural person, is an entity which has its principal place of business in the
State of Delaware (the “Delaware Trustee”); (2) there shall be at least
one Trustee to perform ministerial functions who may be an employee
or officer of, or is affiliated with, the Initial Purchaser of Common
Securities (an “Administrative Trustee”); and (3) one Trustee shall be the
Property Trustee for so long as this Declaration is required to qualify as an
indenture under the Trust Indenture Act, and such Trustee may also serve
as Delaware Trustee if it meets the applicable requirements. The term “Administrative
Trustees” as used herein shall include all Trustees who are Administrative
Trustees of the Trust, or if there shall be only one Administrative Trustee,
then such term shall be deemed to refer to such Administrative Trustee.
Notwithstanding the above, unless an Event of Default shall have occurred and
be continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part of
the Trust’s property may at the time be located, the Holders of a Majority
in liquidation amount of the Common Securities acting as a class at a
meeting of the Holders of the Common Securities, and the Administrative
Trustees shall have power to appoint one or more Persons either to act as a
co-trustee, jointly with the Property Trustee, of all or any part of the
Trust’s property, or to act as separate trustee of any such property, in either
case with such powers as may be provided in the instrument of appointment,
and to vest in such Person or Persons in such capacity any property, title,
right or power deemed necessary or desirable, subject to the provisions of this
Declaration. In case an Event of Default has occurred and is continuing, the
Property Trustee alone shall have power to make any such appointment of a
co-trustee.


 


SECTION 5.2  Delaware
Trustee.


 


If required by
the Statutory Trust Act, the Delaware Trustee shall be:


 


(a)                                  a natural person who
is a resident of the State of Delaware; or


 


(b)                                 if not a natural
person, an entity which has its principal place of business in the State of
Delaware, and otherwise meets the requirements of applicable law,


 


provided that,
if the Property Trustee has its principal place of business in the State of
Delaware and otherwise meets the requirements of applicable law, then the
Property Trustee shall also be the Delaware Trustee and Section 3.11 shall
have no application.


 


SECTION 5.3  Property
Trustee; Eligibility.


 


(a)                                  There shall at all
times be one Trustee (the “Property Trustee”) which shall act as Property
Trustee which shall:


 


(i)  not be an Affiliate of the Initial
Purchaser of Common Securities; and


 


(ii)  be a corporation or national
banking association organized and doing business under the laws of the United
States of America or any State or Territory thereof or of the District of
Columbia, or a corporation or Person permitted by the Commission to act as an
institutional trustee under the Trust Indenture Act,


 


31

















 


authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least 50 million U.S. dollars ($50,000,000),
and subject to supervision or examination by federal, state, territorial or
District of Columbia authority. If such corporation or national banking
association publishes reports of condition at least annually, pursuant to law
or to the requirements of the supervising or examining authority referred to
above, then for the purposes of this Section 5.3(a)(ii), the combined
capital and surplus of such Person shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.


 


(b)                                 If at any time the
Property Trustee shall cease to be eligible to so act under Section 5.3(a),
the Property Trustee shall immediately resign in the manner and with the effect
set forth in Section 5.7(c).


 


(c)                                  If the Property
Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of
the Trust Indenture Act, the Property Trustee and the Holder of the Common
Securities (as if it were the obligor referred to in Section 310(b) of
the Trust Indenture Act) shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.


 


(d)                                 The Guarantee
Agreement shall be deemed to be specifically described in this Declaration for
purposes of clause (i) of the first provision contained in Section 310(b) of
the Trust Indenture Act.


 


(e)                                  The initial Property
Trustee shall be:


 


LaSalle Bank
National Association

135 South LaSalle Street, Suite 1151

Chicago, Illinois 60603

Fax: (312) 904-0524

Telephone: (312) 904-0283

Attention: CDO Trust Services Group –AMG Capital Trust I


 


SECTION 5.4  Certain
Qualifications of Administrative Trustees and Delaware Trustee Generally.


 


Each
Administrative Trustee and the Delaware Trustee (unless the Property Trustee
also acts as Delaware Trustee) shall be either a natural person who is at least
21 years of age or a legal entity that shall act through one or more Authorized
Officers.


 


SECTION 5.5  Administrative
Trustees.


 


The initial
Administrative Trustee shall be:


 


The
Institutional Administrative Trustee

LaSalle Bank National Association

135 South LaSalle Street, Suite 1151

Chicago, Illinois 60603


 


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Fax: (312)
904-0524

Telephone: (312) 904-0283

Attention: CDO Trust Services Group –AMG Capital Trust I


 


(a)                                  To the extent that,
at any time or from time to time, there is more than one Administrative
Trustee,


 


(i)  except as expressly set forth in
this Declaration and except if a meeting of the Administrative Trustees is
called with respect to any matter over which the Administrative Trustees have
power to act, any power of the Administrative Trustees may be exercised
by, or with the consent of, any one such Administrative Trustee; and


 


(ii)  unless otherwise determined by the
Administrative Trustees, and except as otherwise required by the Statutory
Trust Act or applicable law, any Administrative Trustee is authorized to
execute on behalf of the Trust any documents which the Administrative Trustees
have the power and authority to cause the Trust to execute pursuant to Section 3.6,
provided, that, any Registration Statement referred to in Section 3.6,
including any amendments thereto, shall, to the extent required by applicable
law, be signed by all of the Administrative Trustees.


 


SECTION 5.6  Delaware
Trustee.


 


The initial
Delaware Trustee shall be:


 


Christiana
Bank & Trust Company

1314 King Street

Wilmington, Delaware 19801

Attn:  Corporate Trust Administration

Telecopy:  (302) 421-9015

Telephone:  (302) 888-7437


 


SECTION 5.7  Appointment,
Removal and Resignation of Trustees.


 


(a)                                  Except as provided
otherwise in this Section 5.7 and in Annex I hereto Trustees may be
appointed or removed without cause at any time:


 


(i)  until the issuance of any
Securities, by written instrument executed by the Initial Purchaser of Common
Securities;


 


(ii)  after the issuance of any
Securities:


 


(A)  unless an Event of Default shall
have occurred and be continuing, by vote of the Holders of a Majority in
liquidation amount of the Common Securities voting as a class at a meeting
of the Holders of the Common Securities, or without a meeting by the written
consent of the


 


33

















 


Holders of a Majority in liquidation amount of the Common Securities;
and


 


(B)  if an Event of Default shall have
occurred and be continuing, in which event the Property Trustee or the Delaware
Trustee may be removed only by the vote of Holders of a Majority in
liquidation amount of the Preferred Securities voting as a class at a
meeting of Holders of the Preferred Securities, or without a meeting by the
written consent of the Holders of a Majority in liquidation amount of the
Preferred Securities.


 


(b)                                 (i)  The Trustee
that acts as Property Trustee shall not be removed in accordance with Section 5.7(a) until
a Successor Property Trustee has been appointed and has accepted such
appointment by written instrument executed by such Successor Property Trustee
and delivered to the removed Property Trustee, the remaining Trustees and the
Initial Purchaser of Common Securities; and


 


(ii)  The Trustee that acts as Delaware
Trustee shall not be removed in accordance with Section 5.7(a) until
a successor Trustee possessing the qualifications to act as Delaware Trustee
under Sections 5.2 and 5.4 (a “Successor Delaware Trustee”) has been appointed
and has accepted such appointment by written instrument executed by such
Successor Delaware Trustee and delivered to the removed Property Trustee, the
remaining Trustees and the Initial Purchaser of Common Securities.


 


(iii)  The Institutional Administrative
Trustee shall not be removed in accordance with Section 5.7(a) unless
and until at least one other Trustee shall have been appointed and shall have
accepted such appointment to act as an Administrative Trustee hereunder (a “Successor
Administrative Trustee”) by written instrument executed by such Successor
Administrative Trustee and delivered to the Initial Purchaser of Common
Securities.


 


(c)                                  A Trustee appointed
to office shall hold office until his successor shall have been appointed or
until his death, removal or resignation. Any Trustee may resign from
office (without need for prior or subsequent accounting) by an instrument in
writing signed by the Trustee and delivered to the other Trustees, the Initial
Purchaser of Common Securities and the Trust, which resignation shall take
effect upon such delivery or upon such later date as is specified therein;
provided, however, that:


 


(i)  No such resignation of the Trustee
that acts as the Property Trustee or the Institutional Administrative Trustee
shall be effective:


 


(A)  except as otherwise provided in Section 3.6,
until a Successor Property Trustee or Successor Administrative Trustee, as the
case may be, has been appointed and has accepted such appointment by
instrument executed by such Successor Property Trustee or Successor
Administrative Trustee, as the case may be, and delivered to the Trust,
the Delaware Trustee, the Initial Purchaser of Common Securities, the resigning


 


34

















 


Property Trustee and/or the resigning Administrative Trustee, as
applicable; or


 


(B)  until the assets of the Trust have
been completely liquidated and the proceeds thereof distributed to the Holders;
and


 


(ii)  No such resignation of the Trustee
that acts as the Delaware Trustee shall be effective until a Successor Delaware
Trustee has been appointed and has accepted such appointment by instrument
executed by such Successor Delaware Trustee and delivered to the Trust, the
Property Trustee, the Initial Purchaser of Common Securities and the resigning
Delaware Trustee.


 


(d)                                 The Holders of the
Common Securities shall use their best efforts to promptly appoint a Successor
Delaware Trustee or Successor Property Trustee, as the case may be, if the
Property Trustee or the Delaware Trustee delivers an instrument of resignation
in accordance with this Section 5.7.


 


(e)                                  If no Successor
Property Trustee or Successor Delaware Trustee shall have been appointed and
accepted appointment as provided in this Section 5.7 within 60 days after
delivery of an instrument of resignation or removal, the Property Trustee or
Delaware Trustee resigning or being removed, as applicable, at the expense of
the Initial Purchaser of Common Securities, may petition any court of
competent jurisdiction for appointment of a Successor Property Trustee or
Successor Delaware Trustee. Such court may thereupon, after prescribing
such notice, if any, as it may deem proper and prescribe, appoint a
Successor Property Trustee or Successor Delaware Trustee, as the case may be.


 


(f)                                    No Property
Trustee, Delaware Trustee or the Institutional Administrative Trustee shall be
liable for the acts or omissions to act of any Successor Property Trustee,
Successor Delaware Trustee or Successor Administrative Trustee, as the case may be.


 


(g)                                 At the time of
resignation or removal of the Property Trustee, the Delaware Trustee or the
Institutional Administrative Trustee, the Debenture Issuer shall pay to such
Trustee any amounts that may be owed to such Trustee pursuant to Section 10.4.


 


SECTION 5.8  Vacancies
Among Trustees.


 


If a Trustee
ceases to hold office for any reason and the number of Trustees is not reduced
pursuant to Section 5.1, or if the number of Trustees is increased
pursuant to Section 5.1, a vacancy shall occur. A resolution certifying
the existence of such vacancy by the Administrative Trustees or, if there are
more than two, a majority of the Administrative Trustees shall be conclusive
evidence of the existence of such vacancy. The vacancy shall be filled with a
Trustee appointed in accordance with Section 5.7.


 


SECTION 5.9  Effect of
Vacancies.


 


The death,
resignation, retirement, removal, bankruptcy, dissolution, liquidation,
incompetence or incapacity to perform the duties of a Trustee shall not
operate to dissolve,


 


35

















 


terminate or annul the Trust. Whenever a vacancy in the number of
Administrative Trustees shall occur, until such vacancy is filled by the
appointment of an Administrative Trustee in accordance with Section 5.7,
the Administrative Trustees in office, regardless of their number, shall have
all the powers granted to the Administrative Trustees and shall discharge all
the duties imposed upon the Administrative Trustees by this Declaration.


 


SECTION 5.10  Meetings.


 


If there is
more than one Administrative Trustee, meetings of the Administrative Trustees
shall be held from time to time upon the call of any Administrative Trustee.
Regular meetings of the Administrative Trustees may be held at a time and
place fixed by resolution of the Administrative Trustees. Notice of any
in-person meetings of the Administrative Trustees shall be hand delivered or
otherwise delivered in writing (including by facsimile, with a hard copy by
overnight courier) not less than 24 hours before such meeting. Notice of any
telephonic meetings of the Administrative Trustees or any committee thereof
shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 24 hours before
a meeting. Notices shall contain a brief statement of the time, place and
anticipated purposes of the meeting. The presence (whether in person or by
telephone) of an Administrative Trustee at a meeting shall constitute a waiver
of notice of such meeting except where an Administrative Trustee attends a
meeting for the express purpose of objecting to the transaction of any activity
on the ground that the meeting has not been lawfully called or convened. Unless
provided otherwise in this Declaration, any action of the Administrative
Trustees may be taken at a meeting by vote of a majority of the
Administrative Trustees present (whether in person or by telephone), provided
that a Quorum is present, or without a meeting by the unanimous written consent
of the Administrative Trustees. In the event there is only one Administrative
Trustee, any and all action of such Administrative Trustee shall be evidenced
by a written consent of such Administrative Trustee.


 


SECTION 5.11  Delegation
of Power.


 


(a)                                  Any Administrative
Trustee may, by power of attorney consistent with applicable law, delegate to
any other Person his, her or its power for the purpose of executing any
documents contemplated in Section 3.6, including any registration
statement or amendment thereto filed with the Commission, or making any other
governmental filing; and


 


(b)                                 The Administrative
Trustees shall have power to delegate from time to time to such of their number
or to officers of the Trust the doing of such things and the execution of such
instruments either in the name of the Trust or the names of the Administrative
Trustees or otherwise as the Administrative Trustees may deem expedient,
to the extent such delegation is not prohibited by applicable law or contrary
to the provisions of this Declaration.


 


SECTION 5.12  Merger,
Conversion, Consolidation or Succession to Business.


 


If the
Property Trustee, the Delaware Trustee or any Administrative Trustee that is
not a natural person, as the case may be, is merged, converted or
consolidated into another Person, or


 


36

















 


any such Trustee is a party to a merger, conversion or consolidation
that results in a new entity, or any Person succeeds to all or substantially
all the corporate trust business of the Property Trustee, the Delaware Trustee
or any Administrative Trustee that is not a natural person, as the case may be,
the new entity shall be the successor of the Property Trustee, the Delaware
Trustee or the Administrative Trustee, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, provided such Person shall be otherwise qualified
and eligible.


 


ARTICLE VI

DISTRIBUTIONS


 


Holders shall
receive Distributions in accordance with the applicable terms of the relevant
Holder’s Securities. If and to the extent that the Debenture Issuer makes a
payment of Interest (including Compounded Interest, Liquidated Damages,
Additional Sums and Contingent Interest) or principal on the Debentures held by
the Property Trustee, or other amounts payable thereunder with respect to
overdue installments of principal or Interest, or any other payments with
respect to the Debentures held by the Property Trustee (the amount of any such
payment being a “Payment Amount”), the Property Trustee shall and is directed,
to the extent funds are available for that purpose, to make a distribution (a “Distribution”)
of the Payment Amount to Holders.


 


ARTICLE VII

ISSUANCE OF SECURITIES


 


SECTION 7.1  General
Provisions Regarding Securities.


 


(a)                                  The Trust shall issue
one class of convertible trust preferred securities representing undivided
beneficial interests in the assets of the Trust having such terms as are set
forth in Annex I (the “Preferred Securities”) and one class of common
securities representing undivided beneficial interests in the assets of the
Trust having such terms as are set forth in Annex I (the “Common Securities”).
The Trust shall issue no securities or other interests in the assets of the
Trust other than the Preferred Securities and the Common Securities.


 


(b)                                 The consideration
received by the Trust for the issuance of the Securities shall constitute a
contribution to the capital of the Trust and shall not constitute a loan to the
Trust.


 


(c)                                  Upon issuance of the
Securities as provided in this Declaration, the Securities so issued shall be
deemed to be validly issued, fully paid and non-assessable.


 


(d)                                 Each Holder or
beneficial owner of any Preferred Security agrees, for U.S. federal income tax
purposes:


 


(i)  to treat the Trust as a grantor
trust and not as a partnership or an association taxable as a corporation;


 


37

















 


(ii)  to the treatment of such Holder or
beneficial owner as a grantor owner of an undivided interest in the Debentures;


 


(iii)  to treat the Debentures as
indebtedness of the Initial Purchaser of Common Securities subject to the CPDI
Regulations;


 


(iv)  to accrue in gross income such
Holder’s or beneficial owner’s pro rata share of the interest income accruing
on the Debentures (in accordance with the “noncontingent bond method,” set
forth in section 1.1275-4(b) of the CPDI Regulations) on a constant
yield to maturity basis at a “comparable yield” (within the meaning of the CPDI
Regulations and treating the fair market value of the Common Stock to be
received by such Holder or beneficial owner upon conversion, if any, as a
contingent payment) of 7.50%, compounded quarterly, in accordance with the “projected
payment schedule” (within the meaning of section 1.1275-4(b) of the
CPDI Regulations) attached as Exhibit A-3 hereto, determined by the
Initial Purchaser of Common Securities; and


 


(v)  to treat such comparable yield and
projected payment schedule determined by the Initial Purchaser of Common
Securities as “reasonable” for the purposes of the CPDI Regulations.


 


(e)                                  On each day from the
date on which the Holder acquires the Preferred Securities through and
including the date on which the Holder disposes of its interests in such
Securities either that:  (a) such
Holder is not an employee benefit plan or other similar retirement plan or
arrangement, whether or not subject to the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”) or Section 4975 of the Code (or any
similar laws or regulations), or an entity whose underlying assets are
considered to include the assets of any such plans and arrangements (each, a “Plan”)
and no part of the assets to be used by such Holder to acquire and/or hold
the Preferred Securities or any interest therein constitutes plan assets of any
Plan or (b) the acquisition, holding, and, if applicable, conversion of
the Preferred Securities by such Holder will not constitute a non-exempt
prohibited transaction under the Title I of ERISA or Section 4975 of the
Code or a violation under any other applicable laws and regulations that are
similar to the provisions of Title I of ERISA or Section 4975 of the Code;
and


 


(f)                                    Each Preferred
Security Certificate will bear the following legend:


 


BY ITS
ACQUISITION OF THIS CERTIFICATE THE HOLDER REPRESENTS THAT EITHER (I) IT IS NOT
AN EMPLOYEE BENEFIT PLAN OR OTHER SIMILAR RETIREMENT PLAN OR ARRANGEMENT,
WHETHER OR NOT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”) OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”) (OR ANY SIMILAR LAWS OR REGULATIONS) OR AN ENTITY WHOSE
UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE THE ASSETS OF ANY SUCH PLANS AND
ARRANGEMENTS (EACH, A “PLAN”) AND NO PART OF THE ASSETS TO BE USED BY THE
HOLDER TO ACQUIRE AND/OR HOLD THIS CERTIFICATE OR


 


38

















 


ANY INTEREST THEREIN CONSTITUTES PLAN ASSETS OF ANY PLAN OR (II) THE
ACQUISITION, HOLDING, AND, IF APPLICABLE, CONVERSION OF THIS CERTIFICATE WILL
NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER THE TITLE I OF ERISA
OR SECTION 4975 OF THE CODE OR A VIOLATION UNDER ANY OTHER APPLICABLE LAWS
AND REGULATIONS THAT ARE SIMILAR TO THE PROVISIONS OF TITLE I OF ERISA OR SECTION 4975
OF THE CODE.


 


(g)                                 Every Person, by
virtue of having become a Holder or a beneficial owner in any Global Preferred
Security in accordance with the terms of this Declaration, shall be deemed to
have expressly assented and agreed to the terms of, and shall be bound by, this
Declaration.


 


SECTION 7.2  Execution
and Authentication.


 


(a)                                  The Securities shall
be signed on behalf of the Trust by an Administrative Trustee. In case any
Administrative Trustee of the Trust who shall have signed any of the Securities
shall cease to be such Administrative Trustee before the Securities so signed
shall be delivered by the Trust, such Securities nevertheless may be
delivered as though the person who signed such Securities had not ceased to be
such Administrative Trustee; and any Securities may be signed on behalf of
the Trust by such persons who, at the actual date of execution of such
Security, shall be the Administrative Trustees of the Trust, although at the
date of the execution and delivery of the Declaration any such person was not
an Administrative Trustee.


 


(b)                                 One Administrative
Trustee shall sign the Securities for the Trust by manual or facsimile
signature.


 


A Preferred
Security shall not be valid until authenticated by the manual signature of an
authorized signatory of the Property Trustee. The signature shall be conclusive
evidence that the Preferred Security has been authenticated under this
Declaration.


 


Upon a written
order of the Trust signed by the Initial Holder of Common Securities, the Property
Trustee shall authenticate the Preferred Securities for original issue. The
aggregate number of Preferred Securities outstanding at any time shall not
exceed the number set forth in the Terms in Annex I hereto except as provided
in Section 7.6.


 


The Property
Trustee may appoint an authenticating agent acceptable to the Trust to
authenticate Preferred Securities. An authenticating agent may authenticate
Preferred Securities whenever the Property Trustee may do so. Each
reference in this Declaration to authentication by the Property Trustee
includes authentication by such agent. An authenticating agent has the same
rights as the Property Trustee to deal with the Initial Purchaser of Common
Securities or an Affiliate.


 


SECTION 7.3  Form and
Dating.


 


The Preferred
Securities shall be evidenced by one or more certificates substantially in the form of
Exhibit A-1 and the Common Securities shall be evidenced by one or more


 


39

















 


certificates substantially in the form of Exhibit A-2, each
of which is hereby incorporated in and expressly made a part of this
Declaration. The Property Trustee’s certificate of authentication shall be
substantially in the form set forth in Exhibit A-1. Certificates
representing the Securities may be printed, lithographed or engraved or may be
produced in any other manner as is reasonably acceptable to the Administrative
Trustees, as evidenced by their execution thereof. The Securities may have
letters, CUSIP or other numbers, notations or other marks of identification or
designation and such legends or endorsements required by law, stock exchange
rule, agreements to which the Trust is subject, if any, or usage (provided that
any such notation, legend or endorsement is in a form acceptable to the
Trust). The Trust at the direction of the Initial Purchaser of Common
Securities shall furnish any such legend not contained in Exhibit A-1 to
the Property Trustee in writing. Each Security shall be dated the date of its
authentication. The terms and provisions of the Securities set forth in Annex I
and the forms of Securities set forth in Exhibits A-1 and A-2 are part of
the terms of this Declaration and to the extent applicable, the Property
Trustee and the Initial Purchaser of Common Securities, by their execution and
delivery of this Declaration, expressly agree to such terms and provisions and
to be bound thereby.


 


The Preferred
Securities are being offered and sold by the Trust pursuant to a Purchase
Agreement relating to the Preferred Securities, dated March 28, 2006,
among the Trust, the Initial Purchaser of Common Securities and the Initial
Purchasers named therein (the “Purchase Agreement”).


 


(a)                                  Global Securities.
Preferred Securities offered and sold to QIBs as provided in the Purchase Agreement
shall initially be issued in the form of one or more permanent Global
Certificates in definitive, fully registered form without distribution
coupons as set forth in Exhibit A-1 hereto (a “Global Preferred Security”),
which shall be deposited on behalf of the purchasers of the Global Preferred
Securities represented thereby with the Property Trustee, at its Corporate
Trust Office, as custodian for the Clearing Agency, and registered in the name
of the Clearing Agency or a nominee of the Clearing Agency, duly executed by
the Trust and authenticated by the Property Trustee as hereinafter provided.
The number of Preferred Securities represented by a Global Preferred Security may from
time to time be increased or decreased by adjustments made on the records of
the Property Trustee and the Clearing Agency or its nominee as hereinafter
provided. Except as provided in Section 9.2(g), owners of beneficial
interests in a Global Preferred Security will not be entitled to receive
Certificated Preferred Securities.


 


(b)                                 Book-Entry
Provisions. This Section 7.3(b) shall apply only to the Global
Preferred Securities and such other Preferred Securities in global form as
may be authorized by the Trust to be deposited with or on behalf of the
Clearing Agency.


 


An Administrative
Trustee shall execute and the Property Trustee shall, in accordance with this Section 7.3,
authenticate and make available for delivery initially one or more Global
Preferred Securities that (i) shall be registered in the name of Cede &
Co. or other nominee of a Clearing Agency and (ii) shall be delivered by
the Property Trustee to such Clearing Agency or pursuant to such Clearing
Agency’s written


 


40

















 


instructions or, if no such written instructions are received by the
Property Trustee, held by the Property Trustee as custodian for the Clearing
Agency.


 


Clearing
Agency Participants shall have no rights under this Declaration with respect to
any Global Preferred Security held on their behalf by the Clearing Agency or by
the Property Trustee as the custodian of the Clearing Agency or under such
Global Preferred Security, and the Clearing Agency may be treated by the
Trust, the Property Trustee and any agent of the Trust or the Property Trustee
as the absolute owner of such Global Preferred Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Trust, the Property Trustee or any agent of the Trust or the Property Trustee
from giving effect to any written certification, proxy or other authorization
furnished by the Clearing Agency or impair, as between the Clearing Agency and
its Participants, the operation of customary practices of such Clearing Agency
governing the exercise of the rights of a holder of a beneficial interest in
any Global Preferred Security.


 


(c)                                  Certificated
Preferred Securities. Except as provided in Section 9.2(e), owners of
definitive, fully registered certificated Preferred Securities (“Certificated
Preferred Securities”) will not be entitled to receive beneficial interests in
a Global Preferred Security.


 


(d)                                 Authorized
Denominations. The Preferred Securities are issuable only in denominations
of $50.00 and any integral multiple thereof.


 


SECTION 7.4  Registrar,
Paying Agent, Conversion Agent and Exchange Agent.


 


The Trust
shall maintain (i) an office or agency where Preferred Securities may be
presented for registration of transfer (“Registrar”), (ii) an office or
agency where Preferred Securities may be presented for payment (“Paying
Agent”), (iii) an office or agency where Preferred Securities may be
presented for conversion (“Conversion Agent”) and (iv) an office or agency
where Preferred Securities may be presented for repurchase upon the
occurrence of a Change In Control (“Exchange Agent”). The Registrar shall keep
a register of the Preferred Securities and of their transfer. The
Administrative Trustees may appoint the Registrar, the Paying Agent, the
Conversion Agent and the Exchange Agent and may appoint one or more
co-Registrars, one or more additional paying agents, one or more additional
conversion agents and one or more additional exchange agents in such other
locations as it shall determine. The term “Registrar” includes any additional
registrar, “Paying Agent” includes any additional paying agent, “Conversion
Agent” includes any additional conversion agent and “Exchange Agent” includes
any additional exchange agent. The Administrative Trustees may change any
Registrar, Paying Agent, Conversion Agent or Exchange Agent without prior notice
to any Holder. Any Paying Agent, Conversion Agent or Exchange Agent may be
removed by the Administrative Trustees at any time and a successor Paying Agent
or Conversion Agent or Exchange Agent or additional Paying Agent, Conversion
Agent or Exchange Agent may be appointed at any time by the Administrative
Trustees. The Paying Agent, the Conversion Agent and the Exchange Agent may resign
upon 30 days written notice to the Administrative Trustees. The Administrative
Trustees shall notify the Property Trustee of the name and address of any Agent
not a party to this Declaration. If the Administrative Trustees fail to appoint
or maintain


 


41

















 


another entity as Registrar, Paying Agent, Conversion Agent or Exchange
Agent, the Property Trustee shall act as such. The Trust shall act as Paying
Agent and Registrar for the Common Securities.


 


The Trust
initially appoints the Property Trustee, at its Corporate Trust Office, as
Registrar, Paying Agent, Conversion Agent and Exchange Agent for the Preferred
Securities.


 


SECTION 7.5  Paying Agent
to Hold Money in Trust.


 


The Trust
shall require each Paying Agent other than the Property Trustee to agree in
writing that the Paying Agent will hold in trust for the benefit of Holders or
the Property Trustee all money held by the Paying Agent for the payment of
liquidation amounts or Distributions, and will notify the Property Trustee if
there are insufficient funds for such purpose. While any such insufficiency
continues, the Property Trustee may require a Paying Agent to pay all
money held by it to the Property Trustee. The Trust at any time may require
a Paying Agent to pay all money held by it to the Property Trustee and to
account for any money disbursed by it. Upon payment over to the Property
Trustee, the Paying Agent (if other than the Trust or an Affiliate of the
Trust) shall have no further liability for the money. If the Trust or the
Initial Purchaser of Common Securities or an Affiliate of the Trust or the
Initial Purchaser of Common Securities acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of the Holders all money held
by it as Paying Agent.


 


SECTION 7.6  Replacement
Securities.


 


If a Holder
claims that a Security owned by it has been lost, destroyed or wrongfully taken
or if such Security is mutilated and is surrendered to the Trust or in the case
of the Preferred Securities to the Property Trustee, the Trust shall issue and
the Property Trustee shall, upon written order of the Trust, authenticate a
replacement Security if the Property Trustee’s and the Trust’s requirements, as
the case may be, are met. An indemnity bond must be provided by the Holder
which, in the judgment of the Property Trustee and the Initial Purchaser of Common
Securities, is sufficient to protect the Trustees, the Initial Purchaser of
Common Securities, the Trust or any authenticating agent from any loss which
any of them may suffer if a Security is replaced. The Trust may charge
such Holder for its expenses in replacing a Security.


 


SECTION 7.7  Outstanding
Preferred Securities.


 


The Preferred
Securities outstanding at any time are all the Preferred Securities
authenticated by the Property Trustee except for those cancelled by it, those
delivered to it for cancellation, and those described in this Section as
not outstanding.


 


If a Preferred
Security is replaced pursuant to Section 7.6 hereof, it ceases to be
outstanding unless the Property Trustee receives proof satisfactory to it that
the replaced Preferred Security is held by a bona fide purchaser.


 


If Preferred
Securities are considered paid in accordance with the terms of this
Declaration, including upon conversion thereof into Common Stock, they cease to
be outstanding and Distributions on them shall cease to accumulate, subject, in
the case of Preferred Securities


 


42

















 


which have been converted, to the rights of Holders as of a record date
with respect to the Distribution to be paid on the applicable Distribution
Payment Date.


 


A Preferred
Security does not cease to be outstanding because one of the Trust, the Initial
Purchaser of Common Securities or an Affiliate of the Initial Purchaser of
Common Securities holds the Security.


 


SECTION 7.8  Preferred
Securities in Treasury.


 


In determining
whether the Holders of the required amount of Securities have concurred in any
direction, waiver or consent, Preferred Securities owned by the Trust, a
Trustee, the Initial Purchaser of Common Securities or an Affiliate of the
Initial Purchaser of Common Securities, as the case may be, shall be
disregarded and deemed not to be outstanding, except that for the purposes of
determining whether the Property Trustee shall be fully protected in relying on
any such direction, waiver or consent, only Securities which a Responsible
Officer of the Property Trustee actually knows are so owned shall be so
disregarded.


 


SECTION 7.9  Temporary
Securities.


 


Until
definitive Securities are ready for delivery, the Trust may prepare and, in
the case of the Preferred Securities, the Property Trustee shall, upon receipt
of a written order of the Trust, authenticate temporary Securities. Temporary
Securities shall be substantially in the form of definitive Securities but
may have variations that the Trust considers appropriate for temporary
Securities. Without unreasonable delay, the Trust shall prepare and, in the
case of the Preferred Securities, the Property Trustee shall, upon receipt of a
written order of the Trust, authenticate, definitive Securities in exchange for
temporary Securities. Until so exchanged, the temporary Securities shall in all
respects be entitled to the same benefits under this Declaration as definitive
Securities.


 


SECTION 7.10  Cancellation.


 


The Trust at
any time may deliver Preferred Securities to the Property Trustee for
cancellation. The Registrar, Paying Agent, Conversion Agent and Exchange Agent
shall forward to the Property Trustee any Preferred Securities surrendered to
them for registration of transfer, redemption, conversion, exchange or payment
(including payment following a Change in Control). The Property Trustee shall
promptly cancel all Preferred Securities, surrendered for registration of
transfer, redemption, conversion, exchange, payment, replacement or
cancellation and shall dispose of cancelled Preferred Securities in accordance
with its customary procedures unless the Trust otherwise directs. The Trust may not
issue new Preferred Securities to replace Preferred Securities that it has paid
or that have been delivered to the Property Trustee for cancellation or that
any Holder has converted or presented for repayment following a Change in
Control.


 


SECTION 7.11  CUSIP
Numbers.


 


The Trust in
issuing the Preferred Securities may use “CUSIP” numbers (if then
generally in use), and, if so, the Property Trustee shall use “CUSIP” numbers
in notices of redemption as a convenience to Holders of Preferred Securities;
provided that any such notice


 


43

















 


may state that no representation is made as to the correctness of
such numbers either as printed on the Preferred 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 Preferred Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Initial Purchaser of Common Securities will promptly notify the Property
Trustee of any change in the CUSIP numbers.


 


SECTION 7.12  Payment.


 


Payments in
respect of the Global Preferred Securities shall be made to the Clearing Agency
or its nominee, and the Clearing Agency shall credit the relevant accounts at
the Clearing Agency. Payments on the Securities issued in certificated form may be
made at the option of the Trust (i) by check mailed to the Holder at such
address set forth on the books and records of the Trust or the Registrar or (ii) by
transfer to an account maintained by the Holder entitled thereto, provided that
proper transfer instructions have been received in writing by the relevant
record date.


 


ARTICLE VIII

TERMINATION OF TRUST


 


SECTION 8.1  Termination
of Trust.


 


(a)                                  The Trust shall
automatically terminate:


 


(i)  upon the bankruptcy of the
Debenture Issuer;


 


(ii)  upon the filing of a certificate
of dissolution or liquidation or its equivalent with respect to the Debenture
Issuer;


 


(iii)  following the distribution of a
Like Amount of the Debentures to the Holders, provided that, the Property
Trustee has received written notice from the Holder of Common Securities
directing the Property Trustee to terminate the Trust (which direction is
optional, and except as otherwise expressly provided below, within the
discretion of the Holder of Common Securities);


 


(iv)  upon the entry of a decree of
judicial dissolution of the Trust by a court of competent jurisdiction;


 


(v)  when all of the Securities shall
have been called for redemption and the amounts necessary for redemption
thereof shall have been paid to the Holders in accordance with the terms of the
Securities;


 


(vi)  upon the redemption or repayment
of the Debentures at Maturity;


 


(vii)  the expiration of the term of the
Trust provided in Section 3.14;


 


(viii)  when all of the Preferred
Securities shall have been converted into shares of Common Stock of the Initial
Purchaser of Common Securities; or


 


44

















 


(ix)  when all Preferred Securities
shall have been presented for repurchase following a Change in Control and a
Like Amount of Debentures shall have been repurchased upon such Change in
Control by the Debenture Issuer.


 


(b)                                 As soon as is
practicable upon completion of winding up of the Trust following the occurrence
of an event referred to in Section 8.1(a), the Administrative Trustees
shall file a certificate of cancellation with the Secretary of State of the
State of Delaware in accordance with the Statutory Trust Act.


 


(c)                                  The provisions of Section 3.9
and Article X shall survive the termination of the Trust.


 


ARTICLE IX

TRANSFER OF INTERESTS


 


SECTION 9.1  Transfer of
Securities.


 


(a)                                  Securities may only
be transferred, in whole or in part, in accordance with the terms and
conditions set forth in this Declaration and in the terms of the Securities.
Any transfer or purported transfer of any Security not made in accordance with
this Declaration shall be null and void.


 


(b)                                 For so long as the
Trust Securities remain outstanding, the Initial Purchaser of Common Securities
will covenant (i) to maintain, directly or indirectly, 100% ownership of
the Common Securities, provided that any successor of the Initial Purchaser of
Common Securities permitted hereunder or under the Indenture may succeed
to the Initial Purchaser’s of Common Securities ownership of such Common
Securities, (ii) not to cause, as Initial Purchaser of Common Securities
of the Trust, or to permit, as Holder of the Common Securities, the
dissolution, winding-up, liquidation or termination of the Trust, except in
connection with a distribution of the Debentures as provided in the Declaration,
the redemption or repurchase of all of the Trust Securities and in connection
with certain mergers, consolidations or amalgamations in each case, as
permitted by this Declaration, (iii) to use commercially reasonable
efforts to cause the Trust to remain a statutory trust, (iv) to use its
reasonable efforts, consistent with the terms and provisions of this
Declaration, to cause the Trust to remain classified as a grantor trust and not
as an association taxable as a corporation for United States federal income tax
purposes, (v) to treat the Debentures as indebtedness of the Initial
Purchaser of Common Securities subject to the CPDI Regulations; (vi) to
treat the comparable yield and projected payment schedule (attached as Exhibit A-3
hereto) as “reasonable” for purposes of the CPDI Regulations; and (vii) to
use its reasonable efforts to ensure that the Trust will not be an “investment
company” for purposes of the Investment Company Act of 1940.


 


(c)                                  The Administrative
Trustees shall provide for the registration of Securities and of the transfer
of Securities, which will be effected without charge but only upon payment
(with such indemnity as the Administrative Trustees may require) in
respect of any tax or other governmental charges that may be imposed in
connection with any


 


45

















 


transfer or exchange. Upon surrender for registration of transfer of
any Securities, the Administrative Trustees shall cause one or more new
Securities to be issued in the name of the designated transferee or
transferees. Every Security surrendered for registration of transfer shall be
accompanied by a written instrument of transfer in form satisfactory to
the Administrative Trustees duly executed by the Holder or such Holder’s
attorney duly authorized in writing. Each Security surrendered for registration
of transfer shall be canceled by the Property Trustee (in the case of Preferred
Securities) or the Trust (in the case of Common Securities). A transferee of a
Security shall be entitled to the rights and subject to the obligations of a
Holder hereunder upon the receipt by such transferee of a Security. By
acceptance of a Security, each transferee shall be deemed to have agreed to be
bound by this Declaration.


 


SECTION 9.2  Transfer
Procedures and Restrictions.


 


(a)                                  General. Each
Preferred Security that bears or is required to bear the Restricted Securities
Legend set forth in Section 9.2(c) is referred to herein as a “Restricted
Preferred Security” and shall be subject to the restrictions on transfer set
forth in Section 9.2(c). Subject to Sections 9.2(b) and 9.2(c)(ii),
if Preferred Securities are issued upon the transfer, exchange or replacement
of Preferred Securities bearing the Restricted Securities Legend, or if a
request is made to remove such Restricted Securities Legend on Preferred
Securities, the Preferred Securities so issued shall bear the Restricted
Securities Legend, or the Restricted Securities Legend shall not be removed, as
the case may be, unless there is delivered to the Trust and the Property
Trustee such satisfactory evidence, which may include an Opinion of
Counsel, as may be reasonably required by the Initial Purchaser of Common
Securities, that (i) neither the legend nor the restrictions on transfer
set forth therein are required to ensure that transfers thereof comply with the
provisions of Rule 144A under the Securities Act or any other available
exemption from the registration requirements of the Securities Act or (ii) that
such Securities may be sold pursuant to the provisions of Rule 144(k)
under the Securities Act. Upon provision of such satisfactory evidence, the
Property Trustee, at the written direction of an Administrative Trustee on
behalf of the Trust, shall authenticate and deliver Preferred Securities that
do not bear the Restricted Securities Legend.


 


(b)                                 Transfers After Effectiveness
of Registration Statement. After a transfer of Preferred Securities
pursuant to an effective Registration Statement, all requirements pertaining to
Restricted Securities Legends on any Preferred Security included within such
Registration Statement will cease to apply, and beneficial interests in a
Preferred Security in global form without Restricted Securities Legends
will be available to transferees of such Preferred Securities. After the
effectiveness of the Registration Statement, the Administrative Trustees shall
execute and deliver and the Property Trustee shall, upon receipt of a written
order of the Trust, authenticate a Preferred Security in global form without
the Restricted Securities Legend (the “Unrestricted Global Preferred Security”)
to deposit with the Clearing Agency to evidence transfers of beneficial
interests from the Global Preferred Security.


 


(c)                                  Restricted
Securities Legend. Except as permitted by the last paragraph of this Section 9.2(c),
each Preferred Security certificate evidencing the Global Preferred


 


46

















 


Securities and any Certificated Preferred Securities (and all Preferred
Securities issued in exchange therefor or substitution thereof) shall bear a
legend in substantially the following form (the “Restricted Securities
Legend”):


 


THIS SECURITY
AND THE SHARES OF AFFILIATED MANAGERS GROUP, INC. COMMON STOCK ISSUABLE
UPON CONVERSION 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 OF AFFILIATED MANAGERS GROUP, INC. COMMON STOCK
ISSUABLE UPON CONVERSION 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 OF
THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION
DATE”) WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
THE LAST DATE ON WHICH AFFILIATED MANAGERS GROUP, INC. OR ANY AFFILIATE OF
AFFILIATED MANAGERS GROUP, INC. WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY) ONLY (A) TO AFFILIATED MANAGERS GROUP, INC.
OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO AFFILIATED
MANAGERS GROUP, INC.’S, AND THE PROPERTY TRUSTEE’S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN
THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND
DELIVERED BY THE TRANSFEROR TO THE PROPERTY TRUSTEE. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER UPON THE EARLIER OF THE TRANSFER OF THE
SECURITIES EVIDENCED HEREBY PURSUANT TO CLAUSE (C) ABOVE AND THE RESALE
RESTRICTION TERMINATION DATE. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE
HEREOF, AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY
EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (C) ABOVE)
A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


 


47

















 


FOR PURPOSES
OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE ISSUE PRICE OF EACH
SECURITY IS $49.50 PER $50.00 OF LIQUIDATION AMOUNT, THE ISSUE DATE IS APRIL 3,
2006 AND THE COMPARABLE YIELD IS 7.50% PER ANNUM.


 


U.S. HOLDERS
OF THIS SECURITY MAY OBTAIN THE PROJECTED PAYMENT SCHEDULE FOR THIS
SECURITY BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO AFFILIATED
MANAGERS GROUP, INC., 600 HALE STREET, PRIDES CROSSING, MASSACHUSETTS
01965, ATTN.: CHIEF FINANCIAL OFFICER


 


Upon any sale
or transfer of a Restricted Preferred Security (including any Restricted
Preferred Security represented by a Global Preferred Security) pursuant to an
available exemption from the registration requirements of the Securities Act
and compliance with the last two sentences of Section 9.2(a) or an
effective registration statement under the Securities Act the Registrar shall
permit the Holder thereof to exchange such Restricted Preferred Security for an
interest in the Unrestricted Global Preferred Security.


 


(d)                                 Transfer and
Exchange of Certificated Preferred Securities. When Certificated Preferred
Securities are presented to the Registrar or co-Registrar


 


(x)                                   to
register the transfer of such Certificated Preferred Securities; or


 


(y)                                 to
exchange such Certificated Preferred Securities which became mutilated,
destroyed, defaced, stolen or lost, for an equal number of Certificated
Preferred Securities,


 


the Registrar
or co-Registrar shall register the transfer or make the exchange as requested
if its reasonable requirements for such transaction are met; provided, however,
that the Certificated Preferred Securities surrendered for transfer or exchange


 


(i)  shall be duly endorsed or
accompanied by a written instrument of transfer in form reasonably
satisfactory to the Trust and the Registrar or co-Registrar, duly executed by
the Holder thereof or his attorney duly authorized in writing; and


 


(ii)  in the case of Certificated
Preferred Securities that are Restricted Preferred Securities, and are being
transferred or exchanged, such transfer or exchange shall be (x) pursuant to an
effective registration statement under the Securities Act or (y) pursuant to,
and in compliance with, clause (A), (B) or (C) below:


 


(A)  if such Restricted Preferred
Securities are being delivered to the Registrar by a Holder for registration in
the name of such Holder, without transfer, such Holder shall deliver a
certification to that effect (in the form set forth on the reverse of the
Preferred Security);


 


48

















 


(B)  such Restricted Preferred
Securities are being transferred to the Initial Purchaser of Common Securities
or a subsidiary thereof; or


 


(C)  if such Restricted Preferred
Securities are being transferred pursuant to an exemption from registration in
accordance with Rule 144A under the Securities Act or an available
exemption from the registration requirements of the Securities Act, such Holder
shall deliver: (i) a certification to that effect (in the form set
forth on the reverse of the Preferred Security) and (ii) if the Trust or
Registrar so requests, evidence reasonably satisfactory to them as to the
compliance with the restrictions set forth in the Restricted Securities Legend.


 


(e)                                  [Reserved].


 


(f)                                    Transfer and
Exchange of Global Preferred Securities. The transfer and exchange of
Global Preferred Securities or beneficial interests therein shall be effected
through the Clearing Agency, in accordance with this Declaration (including
applicable restrictions on transfer set forth herein, if any) and the
procedures of the Clearing Agency therefor.


 


Notwithstanding
any other provisions of this Declaration (other than subsection (g) of
this Section 9.2), a Global Preferred Security may not be transferred
as a whole except by the Clearing Agency to a nominee of the Clearing Agency or
another nominee of the Clearing Agency or by the Clearing Agency or any such
nominee to a successor Clearing Agency or a nominee of such successor Clearing
Agency.


 


(g)                                 Restrictions on
Transfer of a Beneficial Interest in a Global Preferred Security for a
Certificated Preferred Security. Except as provided below, holders of beneficial
interests in a Global Preferred Security shall not be entitled to have
certificates registered in their names and will not receive physical delivery
of certificates in definitive form.


 


(i)  A Global Preferred Security
deposited with the Clearing Agency or with the Property Trustee as custodian
for the Clearing Agency pursuant to Section 7.3 shall be transferred to
the beneficial owners thereof in the form of Certificated Preferred
Securities only if (a) the Clearing Agency notifies the Initial Purchaser
of Common Securities that it is unwilling or unable to continue as Clearing
Agency for such Global Preferred Security or if at any time such Clearing
Agency ceases to be a “clearing agency” registered under the Exchange Act and a
clearing agency is not appointed by the Initial Purchaser of Common Securities
within 90 days of such notice, (b) a Default or an Event of Default has
occurred and is continuing or (c) the Trust at its sole discretion elects
to cause the issuance of Certificated Preferred Securities.


 


(ii)  Any Global Preferred Security that
is transferable to the beneficial owners thereof in the form of
Certificated Preferred Securities pursuant to this Section 9.2 shall be
surrendered by the Clearing Agency to the Property Trustee, to


 


49

















 


be so transferred, in whole or from time to time in part, without
charge, and the Property Trustee shall authenticate and make available for
delivery, upon such transfer of each portion of such Global Preferred Security,
an equal aggregate liquidation amount of Preferred Securities of authorized
denominations in the form of Certificated Preferred Securities. Any
portion of a Global Preferred Security transferred pursuant to this Section shall
be registered in such names and in such authorized denominations as the
Clearing Agency, pursuant to instructions from its Clearing Agency Participants
or otherwise, shall instruct the Property Trustee in writing. The Property
Trustee shall deliver such Preferred Securities to the Persons in whose names
such Preferred Securities are so registered in accordance with such
instructions of the Clearing Agency. Any Preferred Security in the form of
Certificated Preferred Securities delivered in exchange for an interest in the
Restricted Global Preferred Security shall, except as otherwise provided in
this Section 9.2, bear the Restricted Securities Legend.


 


(iii)  In the event of the occurrence of
any event specified in Section 9.2(g)(i), the Trust will promptly make
available to the Property Trustee a reasonable supply of Certificated Preferred
Securities in fully registered form without distribution coupons.


 


(h)                                 Cancellation or
Adjustment of Global Preferred Security. At such time as all beneficial
interests in a Global Preferred Security have either been exchanged for
Certificated Preferred Securities to the extent permitted by this Declaration
or redeemed, repurchased or canceled in accordance with the terms of this
Declaration, such Global Preferred Security shall be returned to the Clearing
Agency for cancellation or retained and canceled by the Property Trustee. At
any time prior to such cancellation, if any beneficial interest in a Global
Preferred Security is exchanged for Certificated Preferred Securities,
Preferred Securities represented by such Global Preferred Security shall be
reduced and an adjustment shall be made on the books and records of the
Clearing Agency and the Registrar, to reflect such reduction.


 


(i)                                     Legend on
Global Securities. Any Preferred Security in global form may be
endorsed with or have incorporated in the text thereof such legends or recitals
or changes not inconsistent with the provisions of this Declaration as may be
required by the Clearing Agency or by the National Association of Securities Dealers, Inc.
in order for the Preferred Securities to be tradable on The PORTAL Market or as
may be required for the Preferred Securities to be tradable on any other
market developed for trading of securities pursuant to Rule 144A or
required to comply with any applicable law or any regulation thereunder or with
the rules and regulations of any securities exchange or automated
quotation system upon which the Preferred Securities may be listed or
traded or to conform with any usage with respect thereto, or to indicate
any special limitations or restrictions to which any particular Securities are
subject.


 


(j)                                     Obligations
with Respect to Transfers of Preferred Securities. (i)  To permit
registrations of transfer, the Trust shall execute and the Property Trustee
shall authenticate Global Preferred Securities at the Registrar’s or
co-Registrar’s request in accordance with the terms of this Declaration.


 


50

















 


(ii)  Registrations of transfer will be
effected without charge, but only upon payment (with such indemnity as the
Trust or the Initial Purchaser of Common Securities may require) in
respect of any tax or other governmental charge that may be imposed in
relation to it.


 


(iii)  The Registrar or co-Registrar
shall not be required to: (a) issue, register the transfer of or exchange
Preferred Securities during a period beginning at the opening of business 15
days before the day of mailing of a notice of redemption or any notice of
selection of Preferred Securities for redemption and ending at the close of
business on the day of such mailing; or (b) register the transfer or
exchange of any Preferred Security selected for redemption, in whole or in part except,
in the case of any Preferred Security being redeemed in part, any portion
thereof not to be redeemed.


 


(iv)  Prior to the due presentation for
registration of transfer of any Preferred Security, the Trust, the Property
Trustee, the Paying Agent, the Registrar or any co-Registrar may deem and
treat the Person in whose name a Preferred Security is registered as the
absolute owner of such Preferred Security for the purpose of receiving
Distributions on such Preferred Security and for all other purposes whatsoever,
and none of the Trust, the Property Trustee, the Paying Agent, the Registrar or
any co- Registrar shall be affected by notice to the contrary.


 


(v)  All Preferred Securities issued
upon any transfer or exchange pursuant to the terms of this Declaration shall
evidence the same security and shall be entitled to the same benefits under
this Declaration as the Preferred Securities surrendered upon such transfer or
exchange.


 


(k)                                  No Obligation of
the Property Trustee. (i)   The
Property Trustee shall have no responsibility or obligation to any beneficial
owner of a Global Preferred Security, a Clearing Agency Participant in the
Clearing Agency or other Person with respect to the accuracy of the records of
the Clearing Agency or its nominee or of any Clearing Agency Participant
thereof, with respect to any ownership interest in the Preferred Securities or
with respect to the delivery to any Clearing Agency Participant, beneficial
owner or other Person (other than the Clearing Agency) of any notice (including
any notice of redemption) or the payment of any amount, under or with respect
to such Preferred Securities. All notices and communications to be given to the
Holders and all payments to be made to Holders under the Preferred Securities
shall be given or made only to or upon the order of the registered Holders
(which shall be the Clearing Agency or its nominee in the case of a Global
Preferred Security). The rights of beneficial owners in any Global Preferred
Security shall be exercised only through the Clearing Agency subject to the
applicable rules and procedures of the Clearing Agency. The Property
Trustee may conclusively rely and shall be fully protected in relying upon
information furnished by the Clearing Agency or any agent thereof with respect
to its Clearing Agency Participants and any beneficial owners.


 


51

















 


(ii)  The Property Trustee and the
Registrar shall have no obligation or duty to monitor, determine or inquire as
to compliance with any restrictions on transfer imposed under this Declaration
or under applicable law with respect to any transfer of any interest in any
Preferred Security (including any transfers between or among Clearing Agency
Participants or beneficial owners in any Global Preferred Security) other than
to require delivery of such certificates and other documentation or evidence as
are expressly required by, and to do so if and when expressly required by, the
terms of this Declaration, and to examine the same to determine substantial
compliance as to form with the express requirements hereof.


 


SECTION 9.3  Deemed
Security Holders.


 


The Trustees may treat
the Person in whose name any Security shall be registered on the books and
records of the Trust as the sole owner of such Security for purposes of
receiving Distributions and for all other purposes whatsoever and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such Security on the part of any Person, whether or not the Trust shall
have actual or other notice thereof.


 


SECTION 9.4  Book-Entry
Interests.


 


Global
Preferred Securities shall initially be registered on the books and records of
the Trust in the name of Cede & Co., the nominee of the Clearing
Agency and shall be in the form of a global certificate (the “Global
Certificate”), and no beneficial owner in any Global Preferred Security will
receive a Certificated Preferred Security representing such beneficial owner’s
interests in such Global Preferred Securities, except as provided in Section 9.2.
Unless and until definitive, fully registered Certificated Preferred Securities
have been issued to the beneficial owners in any Global Preferred Security
pursuant to Section 9.2:


 


(a)                                  the provisions of
this Section 9.4 shall be in full force and effect;


 


(b)                                 the Trust and the
Trustees shall be entitled to deal with the Clearing Agency for all purposes of
this Declaration in respect of Global Preferred Securities (including the
payment of Distributions on the Global Preferred Securities and receiving
approvals, votes or consents hereunder) as the Holder of the Preferred
Securities and the sole holder of the Global Certificate and shall have no
obligation to the beneficial owners in any Global Preferred Security;


 


(c)                                  to the extent that
the provisions of this Section 9.4 conflict with any other provisions of this
Declaration, the provisions of this Section 9.4 shall control; and


 


(d)                                 the rights of the
beneficial owners in any Global Preferred Security shall be exercised only
through the Clearing Agency and shall be limited to those established by law
and agreements between such beneficial owners in any Global Preferred Security
and the Clearing Agency and/or the Clearing Agency Participants and receive and
transmit payments of Distributions on the Global Certificate to such Clearing
Agency Participants. DTC will make book-entry transfers among the Clearing
Agency Participants.


 


52

















 


SECTION 9.5  Notices to
Clearing Agency.


 


Whenever a
notice or other communication to the Preferred Security Holders is required to
be given by a Trustee under this Declaration, such Trustee shall give all such
notices and communications specified herein to be given to the Holders of
Global Preferred Securities to the Clearing Agency, and shall have no notice
obligations to the beneficial owners in any Global Preferred Security.


 


SECTION 9.6  Appointment
of Successor Clearing Agency.


 


If any
Clearing Agency elects to discontinue its services as securities depositary
with respect to the Preferred Securities, the Administrative Trustees may, in
their sole discretion, appoint a successor Clearing Agency with respect to such
Preferred Securities.


 


ARTICLE X

LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS


 


SECTION 10.1  Liability.


 


(a)                                  Except as expressly
set forth in this Declaration, the Securities Guarantee and the terms of the
Securities, the Initial Purchaser of Common Securities shall not be:


 


(i)  personally liable for the return of
any portion of the capital contributions (or any return thereon) of the Holders
which shall be made solely from assets of the Trust; or


 


(ii)  required to pay to the Trust or to
any Holder any deficit upon dissolution of the Trust or otherwise.


 


(b)                                 The Debenture Issuer,
in its capacity as such, shall be liable for all of the debts and obligations
of the Trust (other than in respect of the Securities) as provided in the
Indenture.


 


(c)                                  Pursuant to Section 3803(a) of
the Statutory Trust Act, the Holders shall be entitled to the same limitation
of personal liability extended to stockholders of private corporations for
profit organized under the General Corporation Law of the State of Delaware.


 


SECTION 10.2  Exculpation.


 


(a)                                  No Indemnified Person
shall be liable, responsible or accountable in damages or otherwise to the
Trust or any Covered Person for any loss, damage or claim incurred by reason of
any act or omission performed or omitted by such Indemnified Person in good
faith on behalf of the Trust and in a manner such Indemnified Person reasonably
believed to be within the scope of the authority conferred on such Indemnified
Person by this Declaration or by law, except that an Indemnified Person shall
be liable for


 


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any such loss, damage or claim incurred by reason of such Indemnified
Person’s negligence or willful misconduct with respect to such acts or
omissions.


 


(b)                                 An Indemnified Person
shall be fully protected in relying in good faith upon the records of the Trust
and upon such information, opinions, reports or statements presented to the
Trust by any Person as to matters the Indemnified Person reasonably believes
are within such other Person’s professional or expert competence and who has
been selected with reasonable care by or on behalf of the Trust, including
information, opinions, reports or statements as to the value and amount of the
assets, liabilities, profits, losses, or any other facts pertinent to the
existence and amount of assets from which Distributions to Holders might
properly be paid.


 


SECTION 10.3  Fiduciary
Duty.


 


(a)                                  To the extent that,
at law or in equity, an Indemnified Person has duties (including fiduciary
duties) and liabilities relating thereto to the Trust or to any other Covered
Person, an Indemnified Person acting under this Declaration shall not be liable
to the Trust or to any other Covered Person for its good faith reliance on the
provisions of this Declaration. The provisions of this Declaration, to the
extent that they restrict the duties and liabilities of an Indemnified Person
otherwise existing at law or in equity (other than the duties imposed on the
Property Trustee under the Trust Indenture Act), are agreed by the parties
hereto to replace such other duties and liabilities of such Indemnified Person.


 


(b)                                 Unless otherwise
expressly provided herein:


 


(i)  whenever a conflict of interest
exists or arises between any Covered Persons; or


 


(ii)  whenever this Declaration or any
other agreement contemplated herein or therein provides that an Indemnified
Person shall act in a manner that is, or provides terms that are, fair and
reasonable to the Trust or any Holder of Securities, the Indemnified Person
shall resolve such conflict of interest, take such action or provide such
terms, considering in each case the relative interest of each party (including
its own interest) to such conflict, agreement, transaction or situation and the
benefits and burdens relating to such interests, any customary or accepted
industry practices, and any applicable generally accepted accounting practices
or principles. In the absence of bad faith by the Indemnified Person, the
resolution, action or term so made, taken or provided by the Indemnified Person
shall not constitute a breach of this Declaration or any other agreement
contemplated herein or of any duty or obligation of the Indemnified Person at
law or in equity or otherwise.


 


(c)                                  Whenever in this
Declaration an Indemnified Person is permitted or required to make a decision:


 


(i)  in its “discretion” or under a
grant of similar authority, the Indemnified Person shall be entitled to
consider such interests and factors as it desires,


 


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including its own interests, and shall have no duty or obligation to
give any consideration to any interest of or factors affecting the Trust or any
other Person; or


 


(ii)  in its “good faith” or under
another express standard, the Indemnified Person shall act under such express
standard and shall not be subject to any other or different standard imposed by
this Declaration.


 


SECTION 10.4  Indemnification.


 


(a)                                  (i)   The Debenture Issuer shall indemnify, to the
full extent permitted by law, any Company Indemnified Person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Trust) by
reason of the fact that he is or was a Company Indemnified Person, against
expenses (including attorneys’ fees and expenses), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Trust,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the Company Indemnified Person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Trust, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.


 


(ii)  The Debenture Issuer shall
indemnify, to the full extent permitted by law, any Company Indemnified Person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Trust to procure
a judgment in its favor by reason of the fact that he is or was a Company
Indemnified Person against expenses (including attorneys’ fees and expenses)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Trust
and except that no such indemnification shall be made in respect of any claim,
issue or matter as to which such Company Indemnified Person shall have been
adjudged to be liable to the Trust unless and only to the extent that the Court
of Chancery of Delaware or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such Person is fairly and
reasonably entitled to indemnity for such expenses which such Court of Chancery
or such other court shall deem proper.


 


(iii)  To the extent that a Company
Indemnified Person shall be successful on the merits or otherwise (including
dismissal of an action without prejudice or the settlement of an action without
admission of liability) in defense of any action,


 


55

















 


suit or proceeding referred to in paragraphs (i) and (ii) of
this Section 10.4(a), or in defense of any claim, issue or matter therein,
he shall be indemnified, to the full extent permitted by law, against expenses
(including attorneys’ fees) actually and reasonably incurred by him in
connection therewith.


 


(iv)  Any indemnification under
paragraphs (i) and (ii) of this Section 10.4(a) (unless
ordered by a court) shall be made by the Debenture Issuer only as authorized in
the specific case upon a determination that indemnification of the Company
Indemnified Person is proper in the circumstances because he has met the
applicable standard of conduct set forth in paragraphs (i) and (ii). Such
determination shall be made by the Common Security Holder of the Trust.


 


(v)  Expenses (including attorneys’ fees
and expenses) incurred by a Company Indemnified Person in defending a civil,
criminal, administrative or investigative action, suit or proceeding referred
to in paragraphs (i) and (ii) of this Section 10.4(a) shall
be paid by the Debenture Issuer in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such Company Indemnified Person to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Debenture Issuer as
authorized in this Section 10.4(a). Notwithstanding the foregoing, no
advance shall be made by the Debenture Issuer if a determination is reasonably
and promptly made by the Common Security Holder of the Trust, that, based upon
the facts known to the Common Security Holder at the time such determination is
made, such Company Indemnified Person acted in bad faith or in a manner that such
person did not believe to be in or not opposed to the best interests of the
Trust, or, with respect to any criminal proceeding, that such Company
Indemnified Person believed or had reasonable cause to believe his conduct was
unlawful. In no event shall any advance be made in instances where the Common
Security Holder reasonably determine that such person deliberately breached his
duty to the Trust or its Common or Preferred Security Holders.


 


(vi)  The indemnification and
advancement of expenses provided by, or granted pursuant to, the other
paragraphs of this Section 10.4(a) shall not be deemed exclusive of
any other rights to which those seeking indemnification and advancement of
expenses may be entitled under any agreement, vote of stockholders or disinterested
directors of the Debenture Issuer or Preferred Security Holders of the Trust or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office. All rights to indemnification under
this Section 10.4(a) shall be deemed to be provided by a contract
between the Debenture Issuer and each Company Indemnified Person who serves in
such capacity at any time while this Section 10.4(a) is in effect.
Any repeal or modification of this Section 10.4(a) shall not affect
any rights or obligations then existing.


 


(vii)  The Debenture Issuer or the Trust
may purchase and maintain insurance on behalf of any person who is or was
a Company Indemnified Person against any liability asserted against him and
incurred by him in any such capacity,


 


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or arising out of his status as such, whether or not the Debenture
Issuer would have the power to indemnify him against such liability under the
provisions of this Section 10.4(a).


 


(viii)  For purposes of this Section 10.4(a),
references to the “Trust” shall include, in addition to the resulting or
surviving entity, any constituent entity (including any constituent of a
constituent) absorbed in a consolidation or merger, so that any person who is
or was a director, trustee, officer or employee of such constituent entity, or
is or was serving at the request of such constituent entity as a director,
trustee, officer, employee or agent of another entity, shall stand in the same
position under the provisions of this Section 10.4(a) with respect to
the resulting or surviving entity as he would have with respect to such
constituent entity if its separate existence had continued.


 


(ix)  The indemnification and
advancement of expenses provided by, or granted pursuant to, this Section 10.4(a) shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a Company Indemnified Person and shall inure to the
benefit of the heirs, executors and administrators of such a person.


 


(b)                                 The Debenture Issuer
agrees to indemnify (i) the Property Trustee, (ii) the Delaware
Trustee, (iii) the Institutional Administrative Trustee, (iv) any
Affiliate of the Property Trustee, the Delaware Trustee or the Institutional
Administrative Trustee, and (v) any officers, directors, stockholders,
members, partners, employees, representatives, custodians, nominees or agents
of the Property Trustee, the Delaware Trustee or the Institutional
Administrative Trustee (each of the Persons in (i) through (v), including
the Institutional Administrative Trustee, the Property Trustee and the Delaware
Trustee in their respective individual capacities, being referred to as a “Fiduciary
Indemnified Person”) for, and to hold each Fiduciary Indemnified Person
harmless against, any and all loss, liability, damage, claim or expense
including taxes (other than taxes based on the income of such Fiduciary
Indemnified Person) incurred without negligence or bad faith on the part of
such Fiduciary Indemnified Person, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
advancement of funds to cover the costs and expenses (including reasonable
legal fees and expenses) of defending against or investigating any claim or
liability in connection with the exercise or performance of any of the powers
or duties of such Fiduciary Indemnified Person hereunder. The obligation to
indemnify and advance as set forth in this Section 10.4(b) shall
survive the resignation or removal of the Property Trustee, the Delaware
Trustee or the Institutional Administrative Trustee and the satisfaction and
discharge of this Declaration.


 


SECTION 10.5  Outside
Businesses.


 


Any Covered
Person, the Initial Purchaser of Common Securities, the Delaware Trustee, the
Property Trustee and the Institutional Administrative Trustee may engage
in or possess an interest in other business ventures of any nature or
description, independently or with others, similar or dissimilar to the
business of the Trust, and the Trust and the Holders shall have no


 


57

















 


rights by virtue of this Declaration in and to such independent
ventures or the income or profits derived therefrom, and the pursuit of any
such venture, even if competitive with the business of the Trust, shall not be
deemed wrongful or improper. No Covered Person, the Initial Purchaser of Common
Securities, the Delaware Trustee, the Property Trustee or the Institutional
Administrative Trustee shall be obligated to present any particular investment
or other opportunity to the Trust even if such opportunity is of a character
that, if presented to the Trust, could be taken by the Trust, and any Covered
Person, the Initial Purchaser of Common Securities, the Delaware Trustee, the
Property Trustee and the Institutional Administrative Trustee shall have the
right to take for its own account (individually or as a partner or fiduciary)
or to recommend to others any such particular investment or other opportunity.
Any Covered Person, the Delaware Trustee, the Property Trustee and the
Institutional Administrative Trustee may engage or be interested in any
financial or other transaction with the Initial Purchaser of Common Securities
or any Affiliate of the Initial Purchaser of Common Securities, or may act
as depositary for, trustee or agent for, or act on any committee or body of
holders of, securities or other obligations of the Initial Purchaser of Common
Securities or its Affiliates.


 


SECTION 10.6  Compensation;
Fees.


 


The Debenture
Issuer agrees:


 


(a)                                  to pay to the
Trustees from time to time such compensation for all services rendered by them
hereunder as the parties shall agree in writing from time to time (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust); and


 


(b)                                 except as otherwise
expressly provided herein, to reimburse the Trustees upon request for all
reasonable expenses, disbursements and advances incurred or made by the
Trustees in accordance with any provision of this Declaration (including the
reasonable compensation and the expenses and disbursements of their respective
agents and counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith.


 


The provisions
of this Section 10.6 shall survive the dissolution of the Trust and the
termination of this Declaration and the removal or resignation of any Trustee.


 


No Trustee may claim
any lien or charge on any property of the Trust as a result of any amount due
pursuant to this Section 10.6.


 


ARTICLE XI

ACCOUNTING


 


SECTION 11.1  Fiscal Year.


 


The fiscal
year (“Fiscal Year”) of the Trust shall be the calendar year, or such other
year as is required by the Code.


 


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SECTION 11.2  Certain
Accounting Matters.


 


(a)                                  At all times during
the existence of the Trust, the Administrative Trustees shall keep, or cause to
be kept, full books of account, records and supporting documents, which shall
reflect in reasonable detail each transaction of the Trust. The books of
account shall be maintained on the accrual method of accounting, in accordance
with generally accepted accounting principles, consistently applied. The Trust
shall use the accrual method of accounting for United States federal income tax
purposes. The books of account and the records of the Trust shall be examined
by and reported upon as of the end of each Fiscal Year of the Trust by a firm
of independent certified public accountants selected by the Administrative
Trustees.


 


(b)                                 The Administrative
Trustees shall cause to be duly prepared and delivered to each of the Holders,
any annual United States federal income tax information statement, required by
the Code, containing such information with regard to the Securities held by
each Holder as is required by the Code and the Treasury Regulations.
Notwithstanding any right under the Code to deliver any such statement at a
later date, the Administrative Trustees shall endeavor to deliver all such
information statements within 30 days after the end of each Fiscal Year of the
Trust.


 


(c)                                  The Administrative
Trustees shall cause to be duly prepared and filed with the appropriate taxing
authority, an annual United States federal income tax return, on an IRS Form 1041
or such other form required by United States federal income tax law, and
any other annual income tax returns required to be filed by the Administrative
Trustees on behalf of the Trust with any state or local taxing authority.


 


SECTION 11.3  Banking.


 


The Trust may maintain
one or more bank accounts in the name and for the sole benefit of the Trust;
provided, however, that all payments of funds in respect of the Debentures held
by the Property Trustee shall be made directly to the Property Trustee Account
and no other funds of the Trust shall be deposited in the Property Trustee
Account. The sole signatories for such accounts shall be designated by the
Administrative Trustees; provided, however, that the Property Trustee shall
designate the signatories for the Property Trustee Account.


 


SECTION 11.4  Withholding.


 


The Trust and
the Paying Agent shall comply with all withholding requirements under United
States federal, state and local law. The Trust shall request, and the Holders
shall provide to the Trust, such forms or certificates as are necessary to
establish an exemption from withholding with respect to each Holder, and any
representations and forms as shall reasonably be requested by the Trust to
assist it in determining the extent of, and in fulfilling, its withholding
obligations. The Administrative Trustees shall cause to be filed required forms
with applicable jurisdictions and, unless an exemption from withholding is
properly established by a Holder, shall remit amounts withheld with respect to
the Holder to applicable jurisdictions. To the extent that the Trust is
required to withhold and pay over any amounts to any authority with respect to
Distributions or allocations to any Holder, the amount withheld shall be deemed
to be


 


59

















 


a Distribution in the amount of the withholding to the Holder. In the
event of any claim of excess withholding, Holders shall be limited to an action
against the applicable jurisdiction. If the amount required to be withheld was
not withheld from actual Distributions made, the Trust may reduce
subsequent Distributions by the amount of such withholding.


 


ARTICLE XII

AMENDMENTS AND MEETINGS


 


SECTION 12.1  Amendments.


 


(a)                                  Except as otherwise provided
in this Declaration or by any applicable terms of the Securities, this
Declaration may be amended from time to time by the Initial Purchaser of
Common Securities, the Property Trustee and the Administrative Trustees,
without the consent of the Holders of the Securities (i) to provide for
the acceptance of appointment by a successor trustee as permitted hereby, (ii) to
cure any ambiguity, correct or supplement any provision in the Declaration that
may be defective or inconsistent with any other provision, or to make any
other provisions with respect to matters or questions arising under the
Declaration, which shall not be inconsistent with the other provisions of the
Declaration, (iii) to modify, eliminate or add to any provisions of the
Declaration to such extent as shall be necessary to ensure that at all times
any Preferred Securities are outstanding, the Trust will be classified as a
grantor trust for United States federal income tax purposes or to ensure that
the Trust will not be an “investment company” under the Investment Company Act,
or (iv) add to the covenants, restrictions or obligations of the Initial
Purchaser of Common Securities; provided, however, that such action shall not
adversely affect in any material respect the interests of any Holders of the
Securities and any such amendments of the Declaration shall become effective
when notice thereof is given to the Holders of the Securities.


 


(b)                                 Except as provided in (c) below,
and the terms of the Securities, this Declaration may be amended by the
Trustees and the Initial Purchaser of Common Securities with the consent of
Holders representing not less than a Majority in liquidation amount of the
outstanding Securities; provided that, if any amendment would adversely affect
only the holders of the Preferred Securities or the Common Securities, then
only the affected class shall be entitled to vote on such amendment and
such amendment shall not be effective except with the approval of not less than
a Majority in liquidation amount of such class of securities affected
thereby.


 


(c)                                  Without the consent
of each Holder of Securities, the Declaration may not be amended to (i) change
the amount or timing of any Distribution on the Securities or otherwise
adversely affect the amount of any Distribution required to be made in respect
of the securities as of a specified date, (ii) change the conversion rate
of the Preferred Securities except as provided in the Indenture or otherwise
change the right to convert the Preferred Securities in a manner that would be
adverse to the Holders, (iii) change any of the redemption provisions or (iv) restrict
the right of a Holder of Securities to institute suit for the enforcement of
any payment on or after the specified date.


 


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(d)                                 Any amendment to the
Declaration in accordance with the provisions of this Section 12.1 shall
be conditioned upon the receipt by the Trustees of an Opinion of Counsel
experienced in such matters to the effect that such amendment or the exercise
of any power granted to the Trustees in accordance with such amendment will not
affect the Trust’s status as a grantor trust for United States federal income
tax purposes or the Trust’s exemption from status as an “investment company”
under the Investment Company Act.


 


SECTION 12.2  Meetings of
the Holders; Action by Written Consent.


 


(a)                                  Meetings of the
Holders of any class of Securities may be called at any time by the
Administrative Trustees (or as provided in the terms of the Securities) to
consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Declaration, the terms
of the Securities or the rules of any stock exchange on which the
Preferred Securities are listed or admitted for trading. The Administrative
Trustees shall call a meeting of the Holders of such class if directed to
do so by the Holders of at least 25% in liquidation amount of such class of
Securities. Such direction shall be given by delivering to the Administrative
Trustees one or more notices in writing stating that the signing Holders wish
to call a meeting and indicating the general or specific purpose for which the
meeting is to be called. Any Holders calling a meeting shall specify in writing
the Security Certificates held by the Holders exercising the right to call a
meeting and only those Securities specified shall be counted for purposes of
determining whether the required percentage set forth in the second sentence of
this paragraph has been met.


 


(b)                                 Except to the extent
otherwise provided in the terms of the Securities, the following provisions
shall apply to meetings of Holders:


 


(i)  the Property Trustee will cause a
notice to be given of any such meeting to all the Holders having a right to
vote thereat at least seven days and not more than 60 days before the date of
such meeting. Whenever a vote, consent or approval of the Holders is permitted
or required under this Declaration or the rules of any stock exchange on
which the Preferred Securities are listed or admitted for trading, such vote,
consent or approval may be given at a meeting of the Holders. Any action
that may be taken at a meeting of the Holders may be taken without a
meeting if a consent in writing setting forth the action so taken is signed by
the Holders owning not less than the minimum amount of Securities in
liquidation an amount that would be necessary to authorize or take such action
at a meeting at which all Holders having a right to vote thereon were present
and voting. Prompt notice of the taking of action without a meeting shall be
given to the Holders entitled to vote who have not consented in writing. The
Trustees may specify that any written ballot submitted to the Security
Holder for the purpose of taking any action without a meeting shall be returned
to the Trust within the time specified by the Trustees;


 


(ii)  each Holder may authorize any
Person to act for it by proxy on all matters in which a Holder is entitled to
participate, including waiving notice of any


 


61

















 


meeting, or voting or participating at a meeting. No proxy shall be
valid after the expiration of 11 months from the date thereof unless otherwise
provided in the proxy. Every proxy shall be revocable at the pleasure of the
Holder executing it. Except as otherwise provided herein, all matters relating
to the giving, voting or validity of proxies shall be governed by the General
Corporation Law of the State of Delaware relating to proxies, and judicial
interpretations thereunder, as if the Trust were a Delaware corporation and the
Holders were stockholders of a Delaware corporation. The Holder of a Global
Preferred Security may grant proxies and otherwise authorize any Person,
including Participants and Persons that may hold interests through
Participants, to take any action which such Holder is entitled to take under
this Declaration or the Securities;


 


(iii)  each meeting of the Holders shall
be conducted by the Administrative Trustees or by such other Person that the
Administrative Trustees may designate; and


 


(iv)  unless the Statutory Trust Act,
this Declaration, the terms of the Securities, the Trust Indenture Act or the
listing rules of any stock exchange on which the Preferred Securities are
then listed or traded, otherwise provides, the Administrative Trustees, in
their sole discretion, shall establish all other provisions relating to
meetings of Holders, including notice of the time, place or purpose of any
meeting at which any matter is to be voted on by any Holders, waiver of any
such notice, action by consent without a meeting, the establishment of a record
date, quorum requirements, voting in person or by proxy or any other matter
with respect to the exercise of any such right to vote.


 


ARTICLE XIII

REPRESENTATIONS OF PROPERTY TRUSTEE, DELAWARE TRUSTEE AND

INSTITUTIONAL ADMINISTRATIVE TRUSTEE


 


SECTION 13.1  Representations
and Warranties of Property Trustee.


 


The Trustee
that acts as initial Property Trustee represents and warrants to the Trust and
to the Initial Purchaser of Common Securities at the date of this Declaration
at the Closing Time and each Successor Property Trustee represents and warrants
to the Trust and the Initial Purchaser of Common Securities at the time of the
Successor Property Trustee’s acceptance of its appointment as Property Trustee
that:


 


(a)                                  The Property Trustee
is a national banking association, with corporate power and authority to
execute and deliver, and to carry out and perform its obligations under
the terms of, this Declaration;


 


(b)                                 The execution,
delivery and performance by the Property Trustee of this Declaration has been
duly authorized by all necessary corporate action on the part of the
Property Trustee. This Declaration has been duly executed and delivered by the
Property Trustee and constitutes a legal, valid and binding obligation of the
Property Trustee, enforceable against it in accordance with its terms, subject
to applicable bankruptcy,


 


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reorganization, moratorium, insolvency, and other similar laws
affecting creditors’ rights generally and to general principles of equity and
the discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law);


 


(c)                                  The execution,
delivery and performance of this Declaration by the Property Trustee does not
conflict with or constitute a breach of the charter or by-laws of the Property
Trustee;


 


(d)                                 No consent, approval
or authorization of, or registration with or notice to, any state or federal
banking or other regulatory authority is required for the execution, delivery
or performance by the Property Trustee of this Declaration; and


 


(e)                                  The Property Trustee
satisfies the eligibility requirements set forth in Section 5.3(a).


 


SECTION 13.2  Representations
and Warranties of Delaware Trustee.


 


The Trustee
that acts as initial Delaware Trustee represents and warrants to the Trust and
to the Initial Purchaser of Common Securities at the date of this Declaration
and at the Closing Time and each Successor Delaware Trustee represents and
warrants to the Trust and the Initial Purchaser of Common Securities at the
time of the Successor Delaware Trustee’s acceptance of its appointment as
Delaware Trustee that:


 


(a)                                  The Delaware Trustee
is duly organized, validly existing and in good standing under the laws of the
United States or the State of Delaware, as the case may be, with corporate
power and authority to execute and deliver, and to carry out and perform its
obligations under the terms of, this Declaration;


 


(b)                                 The execution,
delivery and performance by the Delaware Trustee of this Declaration has been
duly authorized by all necessary corporate action on the part of the
Delaware Trustee. This Declaration has been duly executed and delivered by the
Delaware Trustee and constitutes a legal, valid and binding obligation of the
Delaware Trustee, enforceable against it in accordance with its terms, subject
to applicable bankruptcy, reorganization, moratorium, insolvency, and other
similar laws affecting creditors’ rights generally and to general principles of
equity and the discretion of the court (regardless of whether the enforcement
of such remedies is considered in a proceeding in equity or at law);


 


(c)                                  The execution,
delivery and performance of this Declaration by the Delaware Trustee does not
conflict with or constitute a breach of the certificate of incorporation or
by-laws of the Delaware Trustee;


 


(d)                                 No consent, approval
or authorization of, or registration with or notice to, any federal banking or
other regulatory authority is required for the execution, delivery or
performance by the Delaware Trustee of this Declaration; and


 


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(e)                                  The Delaware Trustee
is a natural person who is a resident of the State of Delaware or, if not a
natural person, an entity which has its principal place of business in the
State of Delaware.


 


SECTION 13.3  Representations
and Warranties of Institutional Administrative Trustee.


 


The
Institutional Administrative Trustee represents and warrants to the Trust and
to the Initial Purchaser of Common Securities at the date of this Declaration
and at the Closing Time and each Successor Administrative Trustee that is not a
natural person (a “Successor Institutional Administrative Trustee”) represents
and warrants to the Trust and the Initial Purchaser of Common Securities at the
time of the Successor Institutional Administrative Trustee’s acceptance of its
appointment as Successor Institutional Administrative Trustee that:


 


(a)                                  The Institutional
Administrative Trustee is a national banking association, with corporate power
and authority to execute and deliver, and to carry out and perform its
obligations under the terms of, this Declaration;


 


(b)                                 The execution,
delivery and performance by the Institutional Administrative Trustee of this
Declaration has been duly authorized by all necessary corporate action on the part of
the Institutional Administrative Trustee. This Declaration has been duly
executed and delivered by the Institutional Administrative Trustee and
constitutes a legal, valid and binding obligation of the Institutional
Administrative Trustee, enforceable against it in accordance with its terms,
subject to applicable bankruptcy, reorganization, moratorium, insolvency, and
other similar laws affecting creditors’ rights generally and to general
principles of equity and the discretion of the court (regardless of whether the
enforcement of such remedies is considered in a proceeding in equity or at
law);


 


(c)                                  The execution,
delivery and performance of this Declaration by the Institutional
Administrative Trustee does not conflict with or constitute a breach of the
charter or by-laws of the Institutional Administrative Trustee; and


 


(d)                                 No consent, approval
or authorization of, or registration with or notice to, any state or federal
banking or other regulatory authority is required for the execution, delivery
or performance by the Institutional Administrative Trustee of this Declaration.


 


ARTICLE XIV

REGISTRATION RIGHTS


 


SECTION 14.1  Registration
Rights.


 


The Holders of
the Preferred Securities, the Debentures, the Guarantee Agreement and the
shares of common stock of the Initial Purchaser of Common Securities issuable
upon conversion of the Preferred Securities are entitled to the benefits of a
Registration Rights Agreement as set forth in the Purchase Agreement, the
Registration Rights Agreement and the Indenture.


 


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ARTICLE XV

MISCELLANEOUS


 


SECTION 15.1  Notices.


 


All notices
provided for in this Declaration shall be in writing, duly signed by the party
giving such notice, and shall be delivered, telecopied or mailed by first-class mail,
overnight courier service or confirmed telecopy, as follows:


 


(a)                                  if given to the Trust,
in care of the Institutional Administrative Trustee at the mailing address set
forth below (or such other address as the Trust may give notice of to the
Property Trustee, the Delaware Trustee and the Holders):


 


LaSalle Bank
National Association

135 South LaSalle Street, Suite 1151

Chicago, Illinois 60603

Fax: (312) 904-0524

Telephone: (312) 904-0283

Attention: CDO Trust Services Group –AMG Capital Trust I


 


(b)                                 if given to the
Delaware Trustee, at the mailing address set forth below (or such other address
as Delaware Trustee may give notice of to the Holders):


 


Christiana
Bank & Trust Company

1314 King Street

Wilmington, Delaware 19801

Telecopy:  (302) 421-9015

Telephone:  (302) 888-7437

Attention: Corporate Trust Administration


 


(c)                                  if given to the Property
Trustee, at the Property Trustee’s mailing address set forth below (or such
other address as the Property Trustee may give notice of to the Holders):


 


LaSalle Bank
National Association

135 South LaSalle Street, Suite 1151

Chicago, Illinois 60603

Fax: (312) 904-0524

Telephone: (312) 904-0283

Attention: CDO Trust Services Group –AMG Capital Trust I


 


(d)                                 if given to the Holder
of the Common Securities, at the mailing address of the Initial Purchaser of
Common Securities set forth below (or such other address as the Holder of the
Common Securities may give notice to the Property Trustee and the Trust):


 


Affiliated
Managers Group, Inc.

600 Hale Street

Prides Crossing, Massachusetts 01965


 


65

















 


Telecopy:
(617) 747-3380

Telephone: (617) 747-3311

Attention: John Kingston, III


 


(e)                                  if given to Initial
Purchaser of Common Securities, at the mailing address of the Initial Purchaser
of Common Securities set forth below (or such other address as the Initial
Purchaser of Common Securities may give notice to the Property Trustee and
the Trust):


 


Affiliated
Managers Group, Inc.

600 Hale Street

Prides Crossing, Massachusetts 01965

Telecopy: (617) 747-3380

Telephone: (617) 747-3311

Attention: John Kingston, III


 


(f)                                    if given to any
other Holder, at the address set forth on the books and records of the Trust or
the Registrar, as applicable.


 


All such
notices shall be deemed to have been given when received in person, faxed with
receipt confirmed, or mailed by first-class mail, postage prepaid except
that if a notice or other document is refused delivery or cannot be delivered
because of a changed address of which no notice was given, such notice or other
document shall be deemed to have been delivered on the date of such refusal or
inability to deliver.


 


SECTION 15.2  Governing
Law.


 


This
Declaration and the rights of the parties hereunder shall be governed by and
interpreted in accordance with the laws of the State of Delaware and all rights
and remedies shall be governed by such laws without regard to principles of
conflict of laws.


 


SECTION 15.3  Intention
of the Parties.


 


It is the
intention of the parties hereto that the Trust be classified for United States
federal income tax purposes as a grantor trust. The provisions of this
Declaration shall be interpreted to further this intention of the parties.


 


SECTION 15.4  Headings.


 


Headings
contained in this Declaration are inserted for convenience of reference only
and do not affect the interpretation of this Declaration or any provision
hereof.


 


SECTION 15.5  Successors
and Assigns.


 


Whenever in
this Declaration any of the parties hereto is named or referred to, the
successors and assigns of such party shall be deemed to be included, and all
covenants and agreements in this Declaration by the Initial Purchaser of Common
Securities and the Trustees


 


66

















 


shall bind and inure to the benefit of their respective successors and
assigns, whether so expressed.


 


SECTION 15.6  Partial
Enforceability.


 


If any
provision of this Declaration, or the application of such provision to any
Person or circumstance, shall be held invalid, the remainder of this
Declaration, or the application of such provision to Persons or circumstances
other than those to which it is held invalid, shall not be affected thereby.


 


SECTION 15.7  Counterparts.


 


This
Declaration may contain more than one counterpart of the signature page and
this Declaration may be executed by the affixing of the signature of each
of the Trustees to one of such counterpart signature pages. All of such
counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.


 


[Remainder of Page Intentionally Left
Blank]


 


67

















 


IN WITNESS
WHEREOF, the undersigned has caused these presents to be executed as of the day
and year first above written.


 


	
   

  	
  LaSalle Bank National Association,

  
	
   

  	
  not in its individual capacity but solely
  as 

  
	
   

  	
  Administrative Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Michael Oliver

  
	
   

  	
   

  	
  Name: Michael Oliver

  
	
   

  	
   

  	
  Title: Assistant Vice President

  



 


68

















 


	
   

  	
  Christiana Bank & Trust Company,

  
	
   

  	
  as Delaware Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ James M. Young

  
	
   

  	
   

  	
  Name: James M. Young

  
	
   

  	
   

  	
  Title: Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LaSalle Bank National Association,

  
	
   

  	
  as Property Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Michael Oliver

  
	
   

  	
   

  	
  Name: Michael Oliver

  
	
   

  	
   

  	
  Title: Assistant Vice President

  



 


69

















 


	
   

  	
  Affiliated Managers Group, Inc.,

  
	
   

  	
  as Initial Purchaser of Common

  
	
   

  	
  Securities and Debenture Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John Kingston, III

  
	
   

  	
   

  	
  Name: John Kingston, III

  
	
   

  	
   

  	
  Title: Senior Vice President, General

  
	
   

  	
   

  	
   Counsel and Secretary

  



 


70

















 


ANNEX I


 


TERMS OF

5.10% CONVERTIBLE TRUST PREFERRED SECURITIES

(LIQUIDATION AMOUNT $50.00 PER SECURITY)

AND

5.10% COMMON SECURITIES

(LIQUIDATION AMOUNT $50.00 PER SECURITY)


 


Pursuant to Section 7.1
of the Amended and Restated Declaration of Trust, dated as of April 3,
2006 (as amended from time to time, the “Declaration”), the designation,
rights, privileges, restrictions, preferences and other terms and provisions of
the Securities are set out below (each capitalized term used but not defined
herein has the meaning set forth in the Declaration or, if not defined in such
Declaration, as defined in the Offering Memorandum):


 


1.                                       Designation
and Number.


 


(a)                                  Preferred
Securities. 5,820,000 5.10% Preferred Securities of the Trust with an aggregate
liquidation amount with respect to the assets of the Trust of Two Hundred
Ninety-One Million Dollars ($291,000,000), and with a liquidation amount with
respect to the assets of the Trust of $50.00 per security, are hereby
designated for the purposes of identification only as Preferred Securities. The
certificates evidencing the Preferred Securities shall be substantially in the form of
Exhibit A-1 to the Declaration, with such changes and additions thereto or
deletions therefrom as may be required by ordinary usage, custom or
practice or to conform to the rules of any exchange or quotation
system on or in which the Preferred Securities are listed, traded or quoted, if
any.


 


(b)                                 Common
Securities. Up to 180,000 5.10% Common Securities of the Trust with an
aggregate liquidation amount with respect to the assets of the Trust of Nine
Million Dollars ($9,000,000) and a liquidation amount with respect to the
assets of the Trust of $50.00 per security, are hereby designated for the
purposes of identification only as Common Securities. The certificates
evidencing the Common Securities shall be substantially in the form of Exhibit A-2
to the Declaration, with such changes and additions thereto or deletions
therefrom as may be required by ordinary usage, custom or practice.


 


2.                                       Distributions.


 


(a)                                  Distributions
payable on each Security will be fixed at a rate per annum of 5.10% (the “Coupon
Rate”) of the liquidation amount of $50.00 per Security (the “Liquidation
Amount”), such rate being the rate of interest payable on the Debentures to be
held by the Property Trustee. Distributions in arrears will bear additional
distributions thereon compounded quarterly at the Coupon Rate (to the extent
permitted by applicable law). A Distribution is payable only to the extent that
payments are made in respect of the Debentures held by the Property Trustee and
to the extent the Property Trustee has funds on hand legally available
therefor.


 


A-I-1

















 


(b)                                 Distributions
on the Securities will be cumulative, will accumulate from the date of their
original issuance, and will be payable quarterly in arrears on January 15,
April 15, July 15 and October 15 of each year, commencing on July 15,
2006 (each, a “Distribution Date”), except as otherwise described below.
Distributions will be computed on the basis of a 360-day year consisting of
twelve 30-day months. As long as no default in the payment of interest on the
Debentures has occurred and is continuing under the Indenture, the Debenture
Issuer has the right under the Indenture to defer payments of interest (other
than Contingent Interest) by extending the interest payment period at any time
and from time to time on the Debentures for a period not exceeding 20
consecutive quarterly periods, including the first such quarterly period during
such period (each an “Extension Period”), during which Extension Period no
interest (other than Contingent Interest, if any) shall be due and payable on
the Debentures, provided that no Extension Period shall end on a date other
than an Interest Payment Date for the Debentures or extend beyond the stated
maturity date of the Debentures or any redemption dated therefor. As a
consequence of such deferral, Distributions (other than Contingent
Distributions, if any) will also be deferred. Despite such deferral,
Distributions (other than Contingent Distributions, if any) will continue to
accumulate with additional Distributions thereon (to the extent permitted by
applicable law but not at a rate greater than the rate at which interest is
then accruing on the Debentures) at the Coupon Rate compounded quarterly during
any such Extension Period. Prior to the termination of any such Extension
Period, the Debenture Issuer may further defer payments of interest (other
than Contingent Interest) by further extending such Extension Period; provided
that such Extension Period, together with all such previous and further
extensions within such Extension Period, may not exceed 20 consecutive
quarterly periods, including the first quarterly period during such Extension
Period, or extend beyond the stated maturity date of the Debentures or any
redemption dated therefor. Upon the termination of any Extension Period and the
payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements. If the Property Trustee
shall be the only holder of the Debentures, the Debenture Issuer shall give the
Administrative Trustees, the Property Trustee and the Debenture Trustee (as
defined in the Indenture) notice of its election to defer interest payments or
to extend an Extension Period at least five Business Days prior to the earlier
of:  (x) the next date on which
Distributions on the Preferred Securities are payable, or (y) the date the
Property Trustee is required to give notice of the record date or the payment
date of such related Distributions for the first quarter of such Extension
Period to any national stock exchange or other organization on which the
Preferred Securities are listed or quoted, if any, or to Holders of the
Preferred Securities as of the record date or the distribution date. The
Property Trustee will notify holders of the Preferred Securities of the
Debenture Issuer’s election to begin a new or extend an Extension Period.


 


(c)                                  Distributions
on the Securities (other than Distributions on a redemption date and Contingent
Distributions, if any) will be payable to the Holders thereof as they appear on
the books and records of the Trust as of 5:00 p.m., New York City time, on
the first day of the month, whether or not a Business Day, in the month in
which the relevant Distribution Date occurs, which Distribution Dates
correspond to the interest payment dates on the Debentures. The relevant record
dates for the Common Securities shall be


 


A-I-2

















 


the same as the record dates for the
Preferred Securities. Distributions payable on any Securities that are not
punctually paid on any Distribution Date, as a result of the Debenture Issuer
having failed to make a payment under the Debentures, will cease to be payable
to the Holder on the relevant record date, and such defaulted Distribution will
instead be payable to the Person in whose name such Securities are registered
on the special record date or other specified date determined in accordance
with the Indenture. If any date on which Distributions are payable on the
Securities is not a Business Day, then payment of the Distribution payable on
such date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay), except
that if such 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 date.


 


(d)                                 Holders
of Securities shall be entitled to receive Contingent Distributions to the
extent that Contingent Interest is payable on the Debentures in accordance with
the provisions of the Indenture. Contingent Interest, if any, will be payable
on the Debentures in respect of any quarterly period from January 16 to April 15,
April 16 to July 15, July 16 to October 15 and October 16
to January 15 (each, a “Quarterly Period”), commencing with the Quarterly
Period commencing April 16, 2011. Contingent Distributions, if payable,
shall be paid on the last day of each Quarterly Period (each such date, a “Contingent
Distribution Payment Date”) to Holders of Securities as of the fourteenth day
preceding the last day of the applicable Quarterly Period. Contingent
Distributions, if payable in respect of any applicable Quarterly Period, shall
equal the annual rate of 0.25% of the average of the Security Market Prices (as
such term is defined in the Indenture) for the ten Trading Days ending on the
third Trading Day immediately preceding the first day of the applicable
Quarterly Period. Contingent Distributions shall be calculated on the basis of
a 360-day year of twelve 30-day months.


 


(e)                                  As
used in this Annex I, the term “Distribution,” unless otherwise stated,
includes regular quarterly Distributions payable at the Coupon Rate as well as
Distributions payable in accordance with Article VI of the Declaration if
and to the extent that the Debenture Issuer makes a payment of Interest on the
Debentures in respect of Compounded Interest, Liquidated Damages, Additional
Sums and Contingent Interest.


 


(f)                                    In
the event that there is any money or other property held by or for the Trust
that is not accounted for hereunder, such property shall be distributed Pro
Rata (as defined herein) among the Holders.


 


3.                                       Liquidation
Distribution Upon Termination.


 


In the event
of any termination of the Trust other than upon the occurrence of events
specified in Sections 8.1(a)(v), (vi), (viii) or 8(a)(ix) of the
Declaration, or if the Initial Purchaser of Common Securities otherwise gives
notice of its election to liquidate the Trust pursuant to Section 8.1(a)(iii) of
the Declaration, the Trust shall be liquidated by the Administrative Trustees
as expeditiously as the Administrative Trustees determine to be possible by
distributing to the Holders, after satisfaction of liabilities to creditors of
the Trust as provided by applicable law, a Like Amount (as defined below) of
the Debentures, unless such distribution is determined by the


 


A-I-3

















 


Property Trustee not to be practicable, in which event such Holders
will be entitled to receive Pro Rata out of the assets of the Trust legally
available for distribution to Holders an amount in cash or immediately
available funds equal to the aggregate of the liquidation amount of $50.00 per
Security plus accumulated and unpaid Distributions thereon to the date of
payment, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law (such amount being the “Liquidation Distribution”).
If the Debentures are distributed to the holders of the Preferred Securities,
the Debenture Issuer will use its reasonable efforts to cause the Debentures to
be listed on the market or exchange on which the Preferred Securities are then
listed, if any.


 


“Like Amount”
means (i) with respect to a redemption of the Securities, Securities
having a Liquidation Amount equal to the principal amount of Debentures to be
paid in accordance with their terms and (ii) with respect to a
distribution of Debentures upon the liquidation of the Trust, Debentures having
a principal amount equal to the Liquidation Amount of the Securities of the
Holder to whom such Debentures are distributed.


 


If, upon any
such liquidation, the Liquidation Distribution can be paid only in part because
the Trust has insufficient assets on hand legally available to pay in full the
aggregate Liquidation Distribution, then the amounts payable directly by the
Trust on the Securities shall be paid on a Pro Rata basis except that if an
Event of Default shall exist under the Indenture, the Preferred Securities
shall have a priority over the Common Securities.


 


On and from
the date fixed by the Administrative Trustees for any distribution of
Debentures and liquidation of the Trust: (i) the Securities will no longer
be deemed to be outstanding, (ii) the Clearing Agency or its nominee (or
any successor Clearing Agency or its nominee), as the Holder of the Preferred
Securities, will receive a registered global certificate or certificates
representing the Debentures to be delivered upon such distribution, and (iii) any
certificates representing Securities not held by the Clearing Agency or its
nominee (or any successor Clearing Agency or its nominee) will be deemed to
represent beneficial interests in a Like Amount of Debentures bearing an
interest rate identical to the distribution rate of those Preferred Securities,
and bearing accrued and unpaid interest in an amount equal to the accumulated
and unpaid Distributions on those Preferred Securities until such certificates
are presented to the Debenture Issuer or its agent for transfer or reissue.


 


4.                                       Redemption
and Distribution.


 


(a)                                  Upon
the repayment of the Debentures in whole or in part, at maturity or otherwise
(either at the option of the Debenture Issuer in accordance with the provisions
of 4(c) below or pursuant to a Special Event, as described below), the
proceeds from such redemption shall be simultaneously applied by the Property
Trustee (subject to the Property Trustee having received written notice no
later than 45 days prior to such redemption) to redeem a Like Amount of the
Securities, at the Redemption Price (as defined below). If fewer than all of
the Debentures are redeemed on a redemption date, then the Property Trustee
shall allocate the proceeds of the redemption on a Pro Rata basis among the
Preferred Securities and the Common Securities unless an Event of Default shall
have occurred, in which case no proceeds shall be allocated to the Common
Securities until the Preferred Securities are paid in full.


 


A-I-4

















 


(b)                                 (i) 
The “Redemption Price,” with respect to a redemption of Securities, shall mean
an amount equal to 100% of the Liquidation Amount of Securities to be redeemed,
plus accrued and unpaid Distributions on the Securities, if any, to the date of
such redemption.


 


(ii)  If fewer than all
the outstanding Securities are to be so redeemed, the Securities to be redeemed
will be determined as described in paragraph 5(a)(ii) below.


 


(c)                                  The
Debenture Issuer may redeem the Debentures, subject to conditions set
forth in the Indenture, prior to maturity, in whole or in part, on one or more
occasions at any time on or after April 15, 2011 if the Closing Price (as
defined in the Indenture) of Common Stock (as defined in the Indenture) for 20
Trading Days (as defined in the Indenture) in a period of 30 consecutive
Trading Days ending on the Trading Day prior to the mailing of the notice of
redemption exceeds 130% of the then prevailing Conversion Price (as defined in
the Indenture).


 


(d)                                 If
at any time an Investment Company Event or a Tax Event (each as defined below,
and each a “Special Event”) occurs, the Debenture Issuer shall have the right
(subject to the conditions set forth in the Indenture) at any time to redeem
the Debentures in whole, but not in part, following the occurrence of such
Special Event.


 


“Investment
Company Event” means the Initial Purchaser of Common Securities and the Trust
shall have received an opinion of independent securities counsel experienced in
such matters to the effect that, as a result of (i) any amendment to, or
change (including any announced prospective change) in, any laws or regulations
of the United States or any rules, guidelines or policies of any applicable
regulatory agency or authority; or (ii) any official administrative
pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or which pronouncement or
decision is announced on or after the date the Preferred Securities are first
issued, the Trust is, or within 90 days of the date of the opinion will be,
considered an investment company that is required to be registered under the
Investment Company Act.


 


A “Tax Event”
shall occur upon receipt by the Debenture Issuer and the Trust of an opinion of
independent tax counsel experienced in such matters to the effect that, as a
result of (a) any amendment to, change in or announced prospective change
in, the laws or any regulations thereunder of the United States or any
political subdivision or taxing authority thereof or therein, or (b) any
official administrative pronouncement or judicial decision interpreting or applying
such laws or regulations, which amendment or change is effective or which
pronouncement or decision is announced on or after the date of original
issuance of the Preferred Securities, there is more than an insubstantial risk
that (i) the Trust is, or will be within 90 days of the date of such
opinion, subject to United States federal income tax with respect to interest
received or accrued on the Debentures, (ii) interest payable by the
Debenture Issuer on the Debentures is not, or within 90 days of the date of
such opinion, will not be, deductible by the Debenture Issuer, in whole or in
part, for United States federal income tax purposes, or (iii) the Trust
is, or will be within 90 days of the date of such opinion, subject to more than
a de minimis amount of other taxes, duties
or other governmental charges.


 


A-I-5

















 


(e)                                  Upon
any redemption of Debentures upon the occurrence of a Special Event and in
compliance with the Indenture, the Trust will, simultaneous with such
redemption of Debentures, cause a Like Amount of the Securities to be redeemed
by the Trust at the Redemption Price on a Pro Rata basis.


 


(f)                                    The
Trust may not redeem fewer than all the outstanding Securities unless all
accumulated and unpaid Distributions have been paid on all Securities for all
quarterly distribution periods terminating on or before the date of redemption.


 


(g)                                 In
connection with any redemption of Securities, the Trust may arrange for
the purchase and conversion of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to
the Property Trustee in trust for the Holders, on or before the redemption
date, an amount not less than the applicable Redemption Price of such
Securities. Notwithstanding anything to the contrary contained in this
paragraph 4, the obligation of the Trust to pay the redemption price of such
Securities shall be deemed to be satisfied and discharged to the extent such
amount is so paid by such purchasers. If such an agreement is entered into, a
copy of which shall be filed with the Property Trustee prior to the redemption
date, any Securities not duly surrendered for conversion by the Holders
thereof, may, at the option of the Trust, be deemed, to the fullest extent
permitted by law, acquired by such purchasers from such Holders and
(notwithstanding anything to the contrary contained in paragraph 6 of this
Annex I) surrendered by such purchasers for conversion, all as of immediately
prior to the close of business on the redemption date (and the right to convert
any such Securities shall be deemed to have been extended through such time),
subject to payment of the above amount as aforesaid. At the written direction
of the Trust, the Property Trustee shall hold and dispose of any such amount
paid to it in the same manner as it would monies deposited with it by the Trust
for the redemption of Securities. Without the Property Trustee’s prior written
consent, no arrangement between the Trust and such purchasers for the purchase
and conversion of any Securities shall increase or otherwise affect any of the
powers, duties, responsibilities or obligations of the Property Trustee as set
forth in the Declaration, and the Debenture Issuer and the Trust agree to
indemnify the Property Trustee from, and hold it harmless against, any and all
loss, liability or expense arising out of or in connection with any such
arrangement for the purchase and conversion of any Securities between the Trust
and such purchasers, including the costs and expenses incurred by the Property
Trustee in the defense of any claim or liability arising out of or in
connection with the exercise or performance of any of its powers, duties,
responsibilities or obligations under the Declaration. Nothing in the preceding
sentence shall be deemed to limit the rights, privileges, immunities and
protections afforded to the Property Trustee in the Declaration. Nothing in
this paragraph 4(g) shall affect the right of the Holders to receive the
full Redemption Price on the redemption date.


 


5.                                       Procedures
Related to Redemptions or Distributions of Securities.


 


(a)                                  The
procedure with respect to redemptions or distributions of Securities shall be
as follows:


 


A-I-6

















 


(i)  Notice of any
redemption of, or notice of distribution of Debentures in exchange for, the
Securities (a “Redemption/Distribution Notice”) will be given by the Trust by
mail to each Holder to be redeemed or exchanged not fewer than 20 nor more than
60 days before the date fixed for redemption or exchange thereof which, in the
case of a redemption, will be the date fixed for redemption of the Debentures.
For purposes of the calculation of the date of redemption or exchange and the
dates on which notices are given pursuant to this paragraph 5(a)(i), a
Redemption/Distribution Notice shall be deemed to be given on the day such
notice is first mailed by first-class mail, postage prepaid, to Holders.
Each Redemption/Distribution Notice shall be addressed to the Holders at the
address of each such Holder appearing in the books and records of the Trust.
The notice if mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder receives such notice.
In any case, failure to give such notice or any defect in the
Redemption/Distribution Notice to the Holder of any Security designated for
redemption or exchange as a whole or in part shall not affect the validity
of the redemption or exchange proceedings with respect to any other Security.


 


(ii)  Subject to 4(a), in
the event that fewer than all the outstanding Securities are to be redeemed,
the particular Securities to be redeemed shall be selected on a Pro Rata basis
(based upon Liquidation Amounts) not more than 60 days prior to the date fixed
for redemption from the outstanding Securities not previously called for
redemption, provided, however, that with respect to Holders that would be
required to hold less than 100 but more than zero Securities as a result of
such Pro Rata redemption, the Trust shall redeem Securities of each such Holder
so that after such redemption such Holder either shall hold 100 Securities or
such Holder no longer hold any Securities, and shall use such method
(including, without limitation, by lot) as the Trust shall deem fair and
appropriate, provided further, that any such proration may be made on the
basis of the aggregate Liquidation Amount of Securities held by each Holder
thereof and may be made by making such adjustments as the Trust deems fair
and appropriate in order that only Securities in denominations of $50.00 or
integral multiples thereof shall be redeemed. In respect of Preferred
Securities registered in the name of and held of record by the Clearing Agency
or its nominee (or any successor Clearing Agency or its nominee) or any
nominee, the distribution of the proceeds of such redemption will be made to
the Clearing Agency and disbursed by such Clearing Agency in accordance with
the procedures applied by such agency or nominee.


 


(iii)  If Securities are
to be redeemed and the Trust gives a Redemption/ Distribution Notice (which
notice will be irrevocable), then (A) with respect to Preferred Securities
issued in book-entry form, by 12:00 noon, New York City time, on the redemption
date or at such earlier time as the Trust determines, provided that the
Debenture Issuer has paid the Debenture Trustee a sufficient amount of cash in
connection with the related redemption or maturity of the Debentures by 10:00 a.m.,
New York City time, on the maturity date or the date of redemption, as the case
requires, the Property Trustee will deposit irrevocably with the Clearing
Agency or its nominee (or successor Clearing Agency or its nominee)


 


A-I-7

















 


funds sufficient to pay the Redemption Price
with respect to such Preferred Securities and will give the Clearing Agency
irrevocable instructions and authority to pay the Redemption Price to the
relevant Clearing Agency Participants, and (B) with respect to Preferred
Securities issued in certificated form and Common Securities, the Property
Trustee will irrevocably deposit with the Paying Agent funds sufficient to pay
the Redemption Price and will give the Paying Agent irrevocable instructions
and authority to pay the Redemption Price to Holders upon surrender of their
certificates evidencing the Preferred Securities or Common Securities, as the
case may be. If a Redemption/Distribution Notice shall have been given and
funds deposited as required, if applicable, then immediately prior to the close
of business on the redemption date, Distributions will cease to accumulate on
the Securities so called for redemption and all rights of Holders so called for
redemption will cease, except the right of the Holders of such Securities to
receive the Redemption Price, but without interest on such Redemption Price,
and such Securities shall cease to be outstanding.


 


(iv)  Notwithstanding the
foregoing, payment of accumulated and unpaid Distributions (including
Contingent Distributions, if any) on the Redemption Date of the Securities will
be subject to the rights of Holders on the close of business on the relevant
record date in respect of a Distribution Date (or a Contingent Distribution
Payment Date, if applicable) occurring on or prior to such Redemption Date.


 


The Trust
shall not be required to: (i) issue, register the transfer of or exchange
any Securities during a period beginning at the opening of business 15 days
before the day of mailing of a notice of redemption and ending at the close of
business on the day of such mailing or (ii) register the transfer of or
exchange any Securities selected for redemption in whole or in part except,
in the case of any Securities being redeemed in part, any portion thereof not
to be redeemed. If any date fixed for redemption of Securities is not a
Business Day, then payment of the Redemption Price payable on such date will be
made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay) except that, if such
next succeeding Business Day falls in the next calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on such date fixed for redemption. If payment
of the Redemption Price in respect of any Securities is improperly withheld or
refused and not paid either by the Trust or by the Debenture Issuer as
guarantor pursuant to the Guarantee Agreement, Distributions on such Securities
will continue to accumulate from the original redemption date to the actual
date of payment, in which case the actual payment date will be considered the
date fixed for redemption for purposes of calculating the Redemption Price.


 


(v)  Redemption/Distribution
Notices shall be sent by the Property Trustee on behalf of the Trust at the
expense of the Initial Purchaser of Common Securities to (A) in respect of
the Preferred Securities, the Clearing Agency or its nominee (or any successor
Clearing Agency or its nominee) if the Global Certificates have been issued or,
if Certificated Preferred Security Certificates have been issued, to the Holder
thereof, and (B) in respect of the Common Securities to the Holder
thereof.


 


A-I-8

















 


(vi)  Subject to the
foregoing and applicable law (including, without limitation, United States
federal securities laws), the Initial Purchaser of Common Securities or any of
its subsidiaries may at any time and from time to time purchase
outstanding Preferred Securities by tender, in the open market or by private
agreement.


 


6.                                       Conversion
Rights.


 


The Holders of
Preferred Securities shall have the right at any time on or after the
occurrence of the events described in Section 17.01 of the Indenture and
prior to 5:00 p.m., New York City time, on the Business Day immediately
preceding the date of repayment of such Preferred Securities, whether at stated
maturity or upon redemption, at their option to cause the Conversion Agent to
convert Preferred Securities, on behalf of the converting Holders, into shares
of common stock of the Debenture Issuer, par value $0.01 per share (“Common
Stock”), in the manner described herein on and subject to the following terms
and conditions:


 


(a)                                  The
Preferred Securities will be convertible at the office of the Conversion Agent
into fully paid and nonassessable shares of Common Stock pursuant to the Holder’s
direction to the Conversion Agent to exchange such Preferred Securities for a
portion of the Debentures theretofore held by the Trust on the basis of one
Preferred Security per $50.00 principal amount of Debentures, and immediately
convert such amount of Debentures into fully paid and nonassessable shares of
Common Stock at an initial conversion rate of 0.3333 shares of Common Stock for
each $50.00 principal amount of Debentures, subject to adjustment as described
in the Indenture. The Conversion Rate shall be subject to adjustment in the
manner set forth in the Indenture. In addition, upon the occurrence of a Change
in Control prior to April 15, 2016, holders converting Debentures in
connection with such Change in Control within the meaning of the Indenture
(including Holders directing the Conversion Agent) shall, under certain
circumstances, be entitled to receive a make whole premium in the form of
an increase in the Conversion Rate, as and to the extent set forth in the
Indenture.


 


Upon conversion of Debentures
following the Holder’s direction to the Conversion Agent, the Debenture Issuer
shall, in accordance with the provisions of the Indenture, have the right to
deliver, in lieu of Common Stock, cash in lieu of all or a portion of such
Common Stock. The Debenture Issuer shall inform the Property Trustee of
its election to pay cash for all or a portion of the shares in lieu of delivery
of the shares of Common Stock otherwise issuable upon conversion (and, if
applicable, the percentage of each share of Common Stock that will be paid in
cash in lieu of shares of Common Stock) and the Property Trustee shall upon
receipt of such notice notify Holders who have surrendered their Preferred
Securities for conversion no later than two Business Days after the Conversion
Date.


 


If the
Debenture Issuer shall have elected, unilaterally and irrevocably, to settle
its obligation to deliver shares of Common Stock with respect to Debentures
converted following such election, in cash and, if applicable, shares of common
stock (“Net Share Settlement Election”), then upon conversion of Debentures
following the Holder’s direction to the Conversion Agent, the Debenture Issuer
shall deliver to the holder


 


A-I-9

















 


surrendering such Debentures for conversion an amount in cash equal to
the lesser of (i) the principal amount of the Debentures so converted and (ii) the
Conversion Value, determined in the manner set forth in the Indenture. If the
Conversion Value exceeds the principal amount of the Debentures on the
conversion date, the Debenture Issuer will also deliver, at its election, cash
or Common Stock or a combination of cash and Common Stock for the Conversion
Value in excess of the principal amount of the Debentures so converted. On any
day prior to the first Trading Day of the applicable Conversion Reference
Period, the Debenture Issuer may specify the Cash Percentage (as defined
in the Indenture) and the Debenture Issuer shall notify the Property Trustee
who shall forthwith and immediately notify the Holder of such Cash Percentage.


 


(b)                                 In
order to convert Preferred Securities into Common Stock the Holder shall submit
to the Conversion Agent at the office referred to above an irrevocable request
to convert Preferred Securities on behalf of such Holder substantially in the form attached
to Exhibit A-1 to this Declaration (the “Conversion Request”), together,
if the Preferred Securities are in certificated form, with such certificates.
The Holder must furnish appropriate endorsements or transfer documents, if
required by the Conversion Agent, and pay any transfer or similar tax, if required.
The Trust shall not cause the conversion of any Debentures except pursuant to
such a Conversion Request. The Conversion Request shall (i) set forth the
number of Preferred Securities to be converted and the name or names, if other
than the Holder, in which the shares of Common Stock should be issued and (ii) direct
the Conversion Agent (a) to exchange such Preferred Securities for a
portion of the Debentures held by the Trust having a principal amount equal to
the Liquidation Amount of the Preferred Securities to be converted and (b) to
immediately convert such Debentures on behalf of such Holder, into Common Stock
at the conversion rate applicable to the Debentures at such time. The
Conversion Agent shall notify the Property Trustee of the Holder’s election to
exchange Preferred Securities for a portion of the Debentures held by the Trust
and the Property Trustee shall, upon receipt of such notice, deliver to the
Conversion Agent the appropriate principal amount of Debentures for exchange in
accordance with this paragraph 6. The Conversion Agent shall thereupon notify
the Initial Purchaser of Common Securities of the Holder’s election to convert
such Debentures into shares of Common Stock.


 


(c)                                  Except
as described herein, no distribution will be payable on Preferred Securities
surrendered for conversion with respect to any Distribution Date subsequent to
the date of conversion and neither the Trust nor the Debenture Issuer will
make, or be required to make, any payment, allowance or adjustment for accumulated
and unpaid Distributions, whether or not in arrears, on Preferred Securities
surrendered for conversion. If any Preferred Securities are surrendered for
conversion between the period from 5:00 p.m., New York City time, on any
record date through and including the related Distribution Date, the Preferred
Securities surrendered for conversion must be accompanied by payment from the
Holder in next day funds of an amount equal to the Distribution which the
registered holder on such record date is to receive, and such registered holder
shall be entitled to receive the Distribution payable on the subsequent
Distribution Date on the portion of Preferred to be converted, notwithstanding
the conversion thereof prior to such Distribution Date. The previous sentence
shall not apply in the case of Preferred Securities called for redemption on a
redemption date between a


 


A-I-10

















 


record date and a related Distribution Date
and in the case of any Preferred Securities surrendered for conversion after
such Preferred Securities have been called for redemption during an Extension
Period as described in the next sentence. If notice of redemption of Preferred
Securities is mailed or otherwise given to Holders, then, if any Holder
converts any Preferred Securities into Common Stock on any date on or after the
date on which such notice of redemption is mailed or otherwise given, and if
such date of conversion falls on any day from and including the first day of an
Extension Period and on or prior to the Distribution Date upon which such
Extension Period ends, such converting Holder shall be entitled to receive
either (i) if the date of such conversion falls after a record date and on
or prior to the next succeeding Distribution Date, all accrued and unpaid
Distributions on such Securities to such Distribution Date, or (ii) if the
date of such conversion does not fall on a date described in clause (i) above,
all accrued and unpaid Distributions on such Securities to the most recent
Distribution Date prior to the date of such conversion (even though no
Distributions were paid on such date), which Distributions shall, in either
such case, be paid to such converting Holder unless another Holder was the
record owner of such Securities as of 5:00 p.m., New York City time on the
record date for which such Distribution payment is made, in which case such
Distribution payment shall be paid to such other Holder. Except as otherwise
set forth above in this paragraph, in the case of any Security which is
converted, Distributions (including Tax Original Issue Discount) which are
payable after the date of conversion of such Preferred Security shall not be
payable, and the Trust shall not make nor be required to make any other
payment, adjustment or allowance with respect to accrued but unpaid
Distributions (including Tax Original Issue Discount) on the Securities being
converted, which shall be deemed to be paid in full through delivery of the
Common Stock (together with the cash payment, if any, in lieu of fractional
shares). If any Preferred Security called for redemption is converted, any
money deposited with the Property Trustee or with any paying agent or so
segregated and held in trust for the redemption of such Preferred Security
shall (subject to any right of the Holder) be paid to the Trust upon a written
request or, if then held by the Trust, shall be discharged from such trust.
Each conversion shall be deemed to have been effected immediately prior to 5:00 p.m.,
New York City time, on the Business Day on which the related Conversion Request
and any other required deliverables were received (the “Conversion Date”) by
the Conversion Agent from the Holder. The Person or Persons entitled to receive
the Common Stock issuable upon such conversion shall be treated for all
purposes as the record holder or holders of such Common Stock as of the
Conversion Date. As promptly as practicable on or after the Conversion Date,
the Debenture Issuer shall issue and deliver at the office of the Conversion Agent,
unless otherwise directed by the Holder in the Conversion Request, a
certificate or certificates for the number of full shares of Common Stock
issuable upon such conversion, together with the cash payment, if any, in lieu
of any fraction of any share to the Person or Persons entitled to receive the
same. The Conversion Agent shall distribute such certificate or certificates to
such Person or Persons.


 


(d)                                 Subject
to any right of the Holder, the fair market value of the fixed number of shares
of Common Stock into which the Preferred Securities are convertible (together
with the cash payment, if any, in lieu of fractional shares) shall be treated
as issued, to the extent thereof, (i) first, in exchange for accrued and
unpaid Distributions


 


A-I-11

















 


(including Tax Original Issue Discount) on
such Preferred Securities at the time of such conversion, and (ii) second,
the balance, if any, of such fair market value of such Common Stock (and any
cash payment) shall be treated as issued in exchange for the liquidation amount
of the portion of Preferred Securities so converted.


 


(e)                                  Subject
to the next succeeding sentence, no fractional shares of Common Stock shall be
issued as a result of conversion, but in lieu thereof, the Debenture Issuer
shall pay to the Conversion Agent a cash adjustment in an amount equal to the
same fraction of the Closing Price of such fractional interest on the date on
which the Preferred Securities or Debentures, as the case may be, were
duly surrendered to the Conversion Agent for conversion, or, if such day is not
a Trading Day, on the next Trading Day, and the Conversion Agent in turn shall
make such payment, if any, to the Holder of the Debentures so converted. In the
event that the Debenture Issuer shall have made a Net Share Settlement
Election, a Holder otherwise entitled to a fractional share shall receive cash
equal to the applicable portion of the arithmetic average of the volume
weighted average price of the Common Stock for each of the ten consecutive
Trading Days of the Conversion Reference Period.


 


(f)                                    In
the event of the conversion of any Preferred Security in part only, a new
Preferred Security or Preferred Securities for the unconverted portion thereof
shall be issued in the name of the Holder thereof upon the cancellation thereof
in accordance with Section 7.10 of the Declaration.


 


(g)                                 In
effecting the conversion transactions described in this paragraph 6, the
Conversion Agent shall be acting as agent of the Holders of Preferred Securities
(in the exchange of Preferred Securities for Debentures) and as agent of the
Debenture holders (in the conversion of Debentures into Common Stock), as the
case may be, directing it to effect such conversion transactions. The
Conversion Agent is hereby authorized (i) to exchange Preferred Securities
for Debentures held by the Trust from time to time in connection with the
conversion of such Preferred Securities in accordance with this paragraph 6 and
the applicable provisions of the Indenture and (ii) to convert all or a
portion of the Debentures into Common Stock and thereupon to deliver such
shares of Common Stock in accordance with the provisions of this paragraph 6
and the applicable provisions of the Indenture and to deliver to the Trust a
new Debenture or Debentures for any resulting unconverted principal amount.


 


(h)                                 Any
certificates representing shares of Common Stock issuable upon exchange of the
Preferred Securities for Debentures and conversion of such Debentures shall
bear any legend required by Section 9.2 of the Declaration.


 


(i)                                     The
Debenture Issuer shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for issuance upon the conversion
of the Debentures, free from any preemptive or other similar rights, such
number of shares of Common Stock as shall from time to time be issuable upon
the conversion of all the Debentures then outstanding. Notwithstanding the
foregoing, the Debenture Issuer shall be entitled to deliver upon conversion of
Debentures, shares of Common Stock reacquired and held in the treasury of the
Initial Purchaser of Common Securities (in lieu


 


A-I-12

















 


of the issuance of authorized and unissued
shares of Common Stock), so long as any such treasury shares are free and clear
of all liens, charges, security interests or encumbrances. Any shares of Common
Stock issued upon conversion of the Debentures shall be duly authorized,
validly issued and fully paid and nonassessable. The Property Trustee shall
deliver the shares of Common Stock received upon conversion of the Debentures
to the converting Holder free and clear of all liens, charges, security
interests and encumbrances, except for United States withholding taxes.


 


7.                                       Purchase
Right Following Change In Control.


 


(a)                                  If
a Change in Control occurs, each holder of a Preferred Security will have the
right to exchange any or all of such Holder’s Preferred Securities for
Debentures of a Like Amount and to simultaneously require the Debenture Issuer
to repurchase such Debentures on the Repurchase Date (as defined in the
Indenture) at a repurchase price in cash equal to 100% of the principal amount
of the Debentures that have been exchanged for such Holder’s Preferred
Securities, plus accrued and unpaid interest (including deferred interest and
contingent interest, if any) on such Debentures to, but excluding, the
Repurchase Date.


 


(b)                                 As
promptly as practicable following the date the Debenture Issuer publicly
announces such transaction but in no event less than 15 days prior to the
anticipated effective date of a Change in Control, the Debenture Issuer must
give notice to each Holder of a Preferred Security and the Property Trustee of
the transaction that constitutes the Change in Control and of the resulting
repurchase right, which notice must specify the Repurchase Date. To exercise
the repurchase right, a Holder must deliver irrevocable written notice to the
Debenture Issuer, the Trust and the Property Trustee of the Holder’s exercise
of its repurchase right no later than the second Business Day prior to the
Repurchase Date. Pursuant to the Holder’s notice to the Property Trustee, the
Holder will direct the Property Trustee, in its capacity as exchange agent (the
“Exchange Agent”) to exchange such Preferred Securities for a portion of the
Debentures theretofore held by the Trust on the basis of one Preferred Security
per $50.00 principal amount of Debentures, and immediately exercise the right
in respect of such Debentures to require the Debenture issuer to repurchase
such Debentures on the Repurchase Date for cash at a purchase price of $50.00
plus accrued and unpaid interest to the Repurchase Date for each $50.00
principal amount of Debentures so tendered for repurchase.


 


(c)                                  In
order to exercise the right to require the Debenture Issuer to repurchase the
Holder’s Debentures following the exchange of Preferred Securities for
Debentures, the Holder shall submit to the Exchange Agent at the office
referred to above an irrevocable request to repurchase Preferred Securities on
behalf of such Holder substantially in the form attached to Exhibit A-1
to the Declaration (the “Notice of Repurchase Election”), together, if the
Preferred Securities are in certificated form, with such certificates. The Holder
must furnish appropriate endorsements or transfer documents, if required by the
Exchange Agent, and pay any transfer or similar tax, if required. The Trust
shall not cause the repurchase of any Debentures except pursuant to such a
Notice of Repurchase Election. The Notice of Repurchase Election shall (i) set
forth the number of Preferred Securities to be repurchased and (ii) direct
the Exchange


 


A-I-13

















 


Agent (a) to exchange such Preferred
Securities for a portion of the Debentures held by the Trust having a principal
amount equal to the Liquidation Amount of the Preferred Securities to be
repurchased and (b) to immediately exercise the repurchase right with
respect to such Debentures on behalf of such Holder. The Exchange Agent (if
other than the Property Trustee) shall notify the Property Trustee of the
Holder’s election to exchange Preferred Securities for a portion of the
Debentures held by the Trust and the Property Trustee shall, upon receipt of
such notice, deliver to the Exchange Agent the appropriate principal amount of
Debentures for exchange in accordance with this paragraph 7. The Exchange Agent
shall thereupon notify the Debenture Issuer of the Holder’s election to require
the Debenture Issuer to repurchase such Debentures in accordance with the
provisions of the Indenture.


 


(d)                                 In
the event of the exercise of the repurchase right of any Preferred Security in part only,
a new Preferred Security or Preferred Securities for the portion thereof in respect
of which the repurchase right shall not have been exercised shall be issued in
the name of the Holder thereof upon the cancellation thereof in accordance with
Section 7.10 of the Declaration.


 


(e)                                  In
effecting the repurchase transactions described in this Paragraph 6, the
Exchange Agent shall be acting as agent of the Holders of Preferred Securities
(in the exchange of Preferred Securities for Debentures) and as agent of the
Debenture holders (in the exercise of the repurchase right with respect to the
Debentures), as the case may be, directing it to effect such repurchase
transactions. The Exchange Agent is hereby authorized (i) to exchange
Preferred Securities for Debentures held by the Trust from time to time in
connection with the exercise of the repurchase right with respect to such
Preferred Securities in accordance with this paragraph 7 and the applicable
provisions of the Indenture and (ii) to exercise the repurchase right with
respect to all or a portion of the Debentures and thereupon to deliver cash in
accordance with the provisions of this paragraph 7 and the applicable
provisions of the Indenture and to deliver to the Trust a new Debenture or
Debentures for any principal amount of Debentures in respect of which the
repurchase right shall not have been exercised.


 


(f)                                    The
Debenture Issuer will comply with the requirements of the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the redemption of the Preferred
Securities or the repurchase of the Debentures as a result of a Change in
Control.


 


8.                                       Voting
Rights-Preferred Securities.


 


(a)                                  Except
as provided under paragraphs 8(b), 9(b) and 10 and as otherwise required
by law and the Declaration, the Holders of the Preferred Securities will have
no voting rights.


 


(b)                                 So
long as the Property Trustee holds any Debentures, the Trustees may not,
without obtaining the prior consent of the holders of a majority in liquidation
amount of all outstanding Preferred Securities: (i) direct the time,
method and place of conducting any proceeding for any remedy available to the
Debenture Trustee, or execute any trust or


 


A-I-14

















 


power conferred on the Debenture Trustee with
respect to the Debentures; (ii) revoke any action previously authorized or
approved by a vote of the Holders of the Preferred Securities, except by
subsequent vote of such Holders; (iii) waive any past default that is
waivable under Section 5.07 of the Indenture; (iv) exercise any right
to rescind or annul a declaration accelerating the maturity of the principal of
the Debentures; or (v) consent to any amendment, modification or
termination of the Indenture or the Debentures, where such consent shall be required;
provided, where a consent under the Indenture would require the consent of
Holders of more than a majority of the aggregate principal amount of Debentures
affected thereby, only the Holders of the percentage of that aggregate stated
liquidation amount of the Preferred Securities which is at least equal to the
percentage required under the Indenture may direct the Property Trustee to
give such consent; provided further, that if an event of default under the
Indenture has occurred and is continuing, then holders of 25% of the aggregate
liquidation amount of the Preferred Securities may direct the Property
Trustee to declare the principal of and interest or other required payments on
the Debentures due and payable.


 


In addition to
obtaining the approvals of the Holders of the Preferred Securities, the
Property Trustee shall be under no obligation to take any of the foregoing
actions (except with respect to directing the time, method and place of
conducting a proceeding for a remedy) unless the Property Trustee has obtained
an Opinion of Counsel experienced in such matters to the effect that the Trust
will not fail to be classified as a grantor trust for federal income tax
purposes after taking the action into account and each Holder will be treated
as owning an undivided beneficial interest in the Debentures. The Property
Trustee shall notify each Holder of Preferred Securities of any written notice
of default it receives with respect to the Debentures.


 


Any approval
or direction of Holders of Preferred Securities may be given at a separate
meeting of Holders of Preferred Securities convened for such purpose, at a
meeting of all of the Holders of Securities in the Trust or pursuant to written
consent. The Property Trustee will cause a notice of any meeting at which
Holders of Preferred Securities are entitled to vote, or of any matter upon
which action by written consent of such Holders is to be taken, to be mailed to
each Holder of record of Preferred Securities. Each such notice will include a
statement setting forth (i) the date of such meeting or the date by which
such action is to be taken, (ii) a description of any resolution proposed
for adoption at such meeting on which such Holders are entitled to vote or of
such matter upon which written consent is sought and (iii) instructions
for the delivery of proxies or consents.


 


No vote or
consent of the Holders of the Preferred Securities will be required for the
Trust to redeem and cancel Preferred Securities or to distribute the Debentures
in accordance with the Declaration and the terms of the Securities.


 


Notwithstanding
that Holders of Preferred Securities are entitled to vote or consent under any
of the circumstances described above, any of the Preferred Securities that are
owned by the Debenture Issuer or any Affiliate of the Debenture Issuer shall
not be entitled to vote or consent and shall, for purposes of such vote or
consent, be treated as if they were not outstanding.


 


A-I-15

















 


9.                                       Voting
Rights-Common Securities.


 


(a)                                  Except
as provided otherwise under paragraphs 9(b), 9(c) and 10 or as otherwise
required by law and the Declaration, the Holders of the Common Securities will
have no voting rights.


 


(b)                                 Subject
to the conditions set forth in Section 5.7 of the Declaration, unless an
Event of Default shall have occurred and be continuing, any Trustee may be
appointed or removed without cause at any time by vote of the Holders of a
Majority in liquidation amount of the Common Securities voting as a class at
a meeting of Holders of the Common Securities. If an Event of Default has
occurred and is continuing, the Property Trustee and the Delaware Trustee may be
removed only by the Holders of a Majority in liquidation amount of the
Preferred Securities voting as a class. In no event will the holders of the
Preferred Securities have the right to vote to appoint, remove or replace the
Administrative Trustees, which voting rights are vested exclusively in the
Initial Purchaser of Common Securities as the holder of the Common Securities.
No resignation or removal of a Trustee and no appointment of a successor
trustee shall be effective until the acceptance of appointment by the successor
trustee in accordance with the provisions of the Declaration.


 


(c)                                  Unless
an Event of Default shall have occurred and be continuing and so long as any
Debentures are held by the Property Trustee, the Trustees shall not (i) direct
the time, method and place of conducting any proceeding for any remedy
available to the Debenture Trustee or executing any trust or power conferred on
such Debenture Trustee with respect to the Debentures, (ii) waive any past
default that is waivable under Section 5.07 of the Indenture, (iii) exercise
any right to rescind or annul a declaration of acceleration of the maturity of
the principal of the Debentures or (iv) consent to any amendment,
modification or termination of the Indenture or the Debentures, where such
consent shall be required, without, in each case, obtaining the prior approval
of the Holders of a Majority in liquidation amount of all outstanding Common
Securities; provided, however, that where a consent under the Indenture would
require the consent of holders of more than a majority of the aggregate
principal amount of Debentures affected thereby, only the holders of the
percentage of that aggregate stated liquidation amount of the Common Securities
which is at least equal to the percentage required under the Indenture may direct
the Property Trustee to give such consent. The Trustees shall not revoke any
action previously authorized or approved by a vote of the Holders of the Common
Securities except by subsequent vote of such Holders. The Property Trustee
shall notify each Holder of Common Securities of any written notice of default
it receives with respect to the Debentures. In addition to obtaining the
foregoing approvals of such Holders of the Common Securities prior to taking
any of the foregoing actions (except with respect to directing the time, method
and place of conducting a proceeding for a remedy), the Property Trustee shall
obtain, at the expense of the Initial Purchaser of Common Securities, an
opinion of counsel experienced in such matters to the effect that the Trust
will continue to be classified as a grantor trust for United States federal
income tax purposes on account of such action and each holder will be treated
as owning an undivided beneficial interest in the Debentures.


 


A-I-16

















 


If an Event of
Default under the Declaration has occurred and is continuing and such event is
attributable to the failure of the Debenture Issuer to pay principal of or
interest on the Debentures on the due date (or in the case of redemption, on
the redemption date), then a Holder of Common Securities may institute a
Direct Action for enforcement of payment to such Holder of the principal of or
interest on a Like Amount of Debentures on or after the respective due date
specified in the Debentures. In connection with such Direct Action, the rights
of the Common Securities Holder will be subordinated to the rights of such
Holder of Preferred Securities to the extent of any payment made by the
Debenture Issuer to such Holder of Common Securities in such Direct Action.
Except as provided in the second preceding sentence, the Holders of Common
Securities will not be able to exercise directly any other remedy available to
the Holders of the Debentures.


 


Any approval
or direction of Holders of Common Securities may be given at a separate
meeting of Holders of Common Securities convened for such purpose, at a meeting
of all of the Holders of Securities in the Trust or pursuant to written
consent. The Administrative Trustees will cause a notice of any meeting at
which Holders of Common Securities are entitled to vote, or of any matter upon
which action by written consent of such Holders is to be taken, to be mailed to
each Holder of record of Common Securities. Each such notice will include a
statement setting forth (i) the date of such meeting or the date by which
such action is to be taken, (ii) a description of any resolution proposed
for adoption at such meeting on which such Holders are entitled to vote or of
such matter upon which written consent is sought and (iii) instructions
for the delivery of proxies or consents.


 


No vote or
consent of the Holders of the Common Securities will be required for the Trust
to redeem and cancel Common Securities or to distribute the Debentures in
accordance with the Declaration and the terms of the Securities.


 


10.                                 Pro
Rata.


 


A reference in
these terms of the Securities to any payment, distribution or treatment as
being “Pro Rata” shall mean pro rata to each Holder according to the aggregate
liquidation amount of the Securities held by the relevant Holder in relation to
the aggregate liquidation amount of all Securities outstanding unless, in
relation to a payment, an Event of Default under the Indenture has occurred and
is continuing, in which case any funds available to make such payment shall be
paid first to each Holder of the Preferred Securities Pro Rata according to the
aggregate liquidation amount of Preferred Securities held by the relevant
Holder relative to the aggregate liquidation amount of all Preferred Securities
outstanding, and, only after satisfaction of all amounts owed to the Holders of
the Preferred Securities, to each Holder of Common Securities Pro Rata
according to the aggregate liquidation amount of Common Securities held by the
relevant Holder relative to the aggregate liquidation amount of all Common Securities
outstanding.


 


11.                                 Ranking.


 


The Trust will
pay all Distributions, any Redemption Price, and any liquidation distribution
to Holders of the Preferred Securities and Common Securities Pro Rata based on
the liquidation amount of the Preferred Securities and Common Securities held.
However, if on any


 


A-I-17

















 


Distribution Date or redemption date, or at the time of a liquidation
distribution, the Debenture Issuer is in default under the Indenture, then the
Trust will not pay any Distribution, Redemption Price, or liquidation
distribution on the Common Securities. In that event, the Trust will make
payments on the Common Securities only after making payment in full and in cash
of all accumulated and unpaid distributions to Holders of the outstanding
Preferred Securities for all distribution periods terminating on or prior
thereto, and in the case of payment of the Redemption Price or a liquidation
distribution, the full amount of the Redemption Price or liquidation
distribution to holders of the outstanding Preferred Securities then called for
redemption or liquidation.


 


In the case of
any Event of Default, the holder of all of the Common Securities, will be
deemed to have waived any right to act with respect to the Event of Default
until the effect of the Event of Default has been cured or waived. Until any
Event of Default has been cured or waived, the Property Trustee will act solely
on behalf of the Holders of the Preferred Securities and not on behalf of the Holder
of the Common Securities, and only the holders of the Preferred Securities will
have the right to direct the Property Trustee to act on their behalf.


 


12.                                 Acceptance
of Securities Guarantee and Indenture.


 


Each Holder of
Preferred Securities and Common Securities, by the acceptance thereof, agrees
to the provisions of the Securities Guarantee, including the subordination
provisions therein and to the provisions of the Indenture.


 


13.                                 Other
Rights of Holders of Preferred Securities.


 


If an Event of
Default under the Indenture has occurred and is continuing, then Holders of 25%
of the aggregate liquidation amount of the Preferred Securities may direct
the Property Trustee to declare the principal of and interest (including
Contingent Interest, if any) or other required payments on the Debentures due
and payable.


 


If the
Property Trustee shall have failed to take a Legal Action under Section 3.8(e) of
the Declaration, after any Holder of Preferred Securities shall have made a
written request to the Property Trustee to enforce such rights, such Holder of
the Preferred Securities may, to the fullest extent permitted by law, take such
Legal Action to enforce the rights of the Property Trustee under the
Debentures; provided, however, that if an Event of Default has occurred and is
continuing and such event is attributable to the failure of the Debenture
Issuer to pay the principal of or Interest (as defined in the Indenture), on
the Debentures on the date such principal or Interest is otherwise payable (or
in the case of redemption, on the redemption date), then a Holder of Preferred
Securities may directly institute a proceeding for enforcement of payment
to such Holder of the principal of or Interest on the Debentures having a
principal amount equal to the aggregate liquidation amount of the Preferred
Securities of such Holder (a “Direct Action”) on or after the respective due
date specified in the Debentures. Upon the occurrence of an Event of Default,
the rights of the Holders of the Common Securities will be subordinated to the
rights of such Holder of Preferred Securities to the extent of any payment made
by the Debenture Issuer to such Holder of Preferred Securities. Except as
provided in the preceding sentences, the Holders of Preferred Securities will
not be able to exercise directly any other remedy available to the Holders of
the Debentures.


 


A-I-18

















 


14.                                 No
Preemptive Rights.


 


The issuance
of Preferred Securities and the issuance of Common Securities are not subject
to preemptive or other similar rights. The Holders shall have no preemptive
rights to subscribe for any additional securities.


 


15.                                 Miscellaneous.


 


These terms
constitute a part of the Declaration.


 


The Initial
Purchaser of Common Securities will provide a copy of the Declaration, the
Securities Guarantee and/or the Indenture (including any supplemental
indenture) to a Holder without charge upon written request to the Initial
Purchaser of Common Securities at its principal place of business.


 


A-I-19

















 


EXHIBIT A-1


 


FORM OF
5.10% PREFERRED SECURITY CERTIFICATE


 


[FORM OF
FACE OF SECURITY]


 


[Include the
following Restricted Securities Legend on all Restricted Preferred Securities,
including Global Preferred Securities.]


 


THIS SECURITY
AND THE SHARES OF AFFILIATED MANAGERS GROUP, INC. COMMON STOCK ISSUABLE
UPON CONVERSION 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 OF AFFILIATED MANAGERS GROUP, INC. COMMON STOCK ISSUABLE UPON
CONVERSION 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 OF
THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION
DATE”), WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF
AND THE LAST DATE ON WHICH AFFILIATED MANAGERS GROUP, INC. OR ANY
AFFILIATE OF AFFILIATED MANAGERS GROUP, INC. WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO AFFILIATED
MANAGERS GROUP, INC. OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS
THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON
IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO AFFILIATED MANAGERS GROUP, INC.’S,
AND THE PROPERTY TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN
EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR
TO THE PROPERTY TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER UPON THE EARLIER OF THE TRANSFER OF THE SECURITIES EVIDENCED HEREBY
PURSUANT TO CLAUSE (C) ABOVE AND THE RESALE RESTRICTION TERMINATION DATE.
THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES


 


A-1-1

















 


THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED
HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (C) ABOVE)
A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


 


[Include the
following legend on all Preferred Securities certificates]


 


FOR PURPOSES
OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE ISSUE PRICE OF EACH
SECURITY IS $49.50 PER $50.00 OF LIQUIDATION AMOUNT, THE ISSUE DATE IS APRIL 3,
2006 AND THE COMPARABLE YIELD IS 7.50% PER ANNUM.


 


U.S. HOLDERS
OF THIS SECURITY MAY OBTAIN THE PROJECTED PAYMENT SCHEDULE FOR THIS
SECURITY BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO AFFILIATED
MANAGERS GROUP, INC., 600 HALE STREET, PRIDES CROSSING, MASSACHUSETTS
01965, ATTN.: CHIEF FINANCIAL OFFICER.


 


BY ITS
ACQUISITION OF THIS CERTIFICATE THE HOLDER REPRESENTS THAT EITHER (I) IT IS NOT
AN EMPLOYEE BENEFIT PLAN OR OTHER SIMILAR RETIREMENT PLAN OR ARRANGEMENT,
WHETHER OR NOT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE “CODE”) (OR ANY SIMILAR LAWS OR REGULATIONS), OR AN
ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE THE ASSETS OF ANY SUCH
PLANS AND ARRANGEMENTS (EACH, A “PLAN”) AND NO PART OF THE ASSETS TO BE
USED BY THE HOLDER TO ACQUIRE AND/OR HOLD THIS CERTIFICATE OR ANY INTEREST
THEREIN CONSTITUTES PLAN ASSETS OF ANY PLAN OR (II) THE ACQUISITION, HOLDING
AND, IF APPLICABLE, CONVERSION OF THIS CERTIFICATE WILL NOT CONSTITUTE A
NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975
OF THE CODE OR A VIOLATION UNDER ANY OTHER APPLICABLE LAWS AND REGULATIONS THAT
ARE SIMILAR TO THE PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE
CODE.


 


[Include the
following legend if the Preferred Security is in global form and The
Depository Trust Company is the Depositary]


 


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


 


A-1-2

















 


 


	
  Certificate Number: R-1

  	
   

  	
  Aggregate
  Liquidation

  
	
   

  	
   

  	
  Amount: $291,000,000

  
	
   

  	
   

  	
   

  
	
  CUSIP NO. 00169X 10 4

  	
   

  	
   

  



 


Certificate
Evidencing 5.10% Preferred Securities


 


of


 


AMG
Capital Trust I


 


 


5.10%
Preferred Securities


 


(liquidation
amount $50.00 per Preferred Security)


 


AMG Capital
Trust I, a statutory trust created under the laws of the State of Delaware (the
“Trust”), hereby certifies that                             
(the “Holder”) is the registered owner of [$                      in aggregate liquidation amount of Preferred
Securities of the Trust](1) [$                    
in aggregate liquidation amount of Preferred Securities of the Trust as may from
time to time be revised as specified in Schedule A hereto](2) 
representing undivided beneficial interests in the assets of the Trust
designated the 5.10% Preferred Securities (liquidation amount $50.00 per
Preferred Security) (the “Preferred Securities”). Subject to the Declaration
(as defined below), the Preferred Securities are transferable on the books and
records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for
transfer. The designation, rights, privileges, restrictions, preferences and
other terms and provisions of the Preferred Securities represented hereby are
issued and shall in all respects be subject to the provisions of the Amended
and Restated Declaration of Trust of the Trust dated as of April 3, 2006,
as the same may be amended from time to time (the “Declaration”),
including the designation of the terms of the Preferred Securities as set forth
in Annex I to the Declaration. Capitalized terms used but not defined herein
shall have the meaning given them in the Declaration. The Initial Purchaser of
Common Securities will provide a copy of the Declaration, the Guarantee
Agreement and the Indenture (including any supplemental indenture) to a Holder
without charge upon written request to the Trust at its principal place of
business.


 


Upon receipt
of this certificate, the Holder is bound by the Declaration and is entitled to
the benefits thereunder and to the benefits of the Guarantee Agreement to the
extent provided therein.


 


[The aggregate
principal amount of the Preferred Security in global form represented
hereby may from time to time be reduced to reflect conversions,
repurchases or redemptions of a part of this Preferred Security in global form or
cancellations of a part of this Preferred Security in global form, in each
case, and in any such case, by means of notations on the Global Certificate
Transfer Schedule on the last page hereof. Notwithstanding any
provision of this


 


A-1-3

















 


Preferred Security to the contrary, conversions or redemptions of a part of
this Preferred Security in global form and cancellations of a part of
this Preferred Security in global form, may be effected without the
surrendering of this Preferred Security in global form, provided that
appropriate notations on the Global Certificate Transfer Schedule are made
by the Property Trustee or the Clearing Agency at the direction of the Property
Trustee, to reflect the appropriate reduction or increase, as the case may be,
in the aggregate liquidation amount of this Preferred Security in a global form resulting
therefrom or as a consequence thereof.]  (2)


 


By acceptance,
the Holder agrees to treat, for United States federal income tax purposes, the
Debentures as indebtedness and the Preferred Securities as evidence of indirect
beneficial ownership in the Debentures.


 






(1)  Insert in Certificated Preferred Securities Only


(2)   Insert in
Global Preferred Securities Only


 


A-1-4

















 


IN WITNESS
WHEREOF, the Trust has executed this certificate this 3rd day of April, 2006.


 


 


	
   

  	
  AMG Capital Trust I

  
	
   

  	
   

  
	
   

  	
  By:

  	
  LaSalle Bank National Association

  
	
   

  	
   

  	
  not in its individual capacity but solely

  
	
   

  	
   

  	
  as Administrative Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


PROPERTY
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This
Certificate represents Preferred Securities referred to in the within-mentioned
Declaration.


 


Dated:  April 3, 2006


 


 


	
   

  	
  LaSalle Bank National Association,

  
	
   

  	
  not in its individual capacity but solely

  
	
   

  	
  as Property Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


A-1-5

















 


[FORM OF
REVERSE OF SECURITY]


 


Distributions
payable on each Preferred Security will be fixed at a rate per annum of 5.10%
(the “Coupon Rate”) of the liquidation amount of $50.00 per Preferred Security,
such rate being the rate of interest payable on the Debentures to be held by
the Property Trustee. Distributions in arrears for more than one quarterly
period will bear interest thereon compounded quarterly at the Coupon Rate (to
the extent permitted by applicable law). A Distribution is payable only to the
extent that payments are made in respect of the Debentures held by the Property
Trustee and to the extent the Property Trustee has funds on hand legally
available therefor.


 


Distributions
on the Preferred Securities will be cumulative, will accumulate from the date
of their original issuance and will be payable quarterly in arrears, on January 15,
April 15, July 15 and October 15 of each year, commencing on July 15,
2006, except as otherwise described below. Distributions will be computed on
the basis of a 360-day year consisting of twelve 30-day months. As long as no
event of default has occurred and is continuing under the Indenture, the
Debenture Issuer has the right under the Indenture to defer payments of
interest (other than Contingent Interest) by extending the interest payment period
at any time and from time to time on the Debentures for a period not exceeding
20 consecutive calendar quarterly periods, including the first such quarterly
period during such extension period (each an “Extension Period”), provided that
no Extension Period shall end on a date other than an interest payment date for
the Debentures or extend beyond the stated maturity date of the Debentures or
any redemption date therefor. As a consequence of such deferral, Distributions
(other than Contingent Distributions) will also be deferred. Despite such
deferral, quarterly Distributions will continue to accumulate with interest
thereon (to the extent permitted by applicable law, but not at a rate exceeding
the rate of interest then accruing on the Debentures) at the Coupon Rate
compounded quarterly during any such Extension Period. Prior to the termination
of any such Extension Period, the Debenture Issuer may further defer
payments of interest (other than Contingent Interest) by further extending such
Extension Period; provided that such Extension Period, together with all such
previous and further extensions within such Extension Period, may not
exceed 20 consecutive quarterly periods, including the first quarterly period
during such Extension Period, end on a date other than an interest payment date
for the Debentures or extend beyond the stated maturity date of the Debentures
or any redemption date therefor. Payments of accumulated Distributions will be
payable to Holders as they appear on the books and records of the Trust on the
first record date after the end of the Extension Period. Upon the termination
of any Extension Period and the payment of all amounts then due, the Debenture
Issuer may commence a new Extension Period, subject to the above
requirements. The payment of Contingent Interest may not, under any
circumstances, be subject to an Extension Period.


 


The Trust
shall pay Contingent Distributions on the terms and in the amounts specified in
the Declaration and the Indenture.


 


Subject to
conditions set forth in the Declaration and the Indenture, the Property Trustee
may, at the direction of the Initial Purchaser of Common Securities, at any
time liquidate the Trust and cause the Debentures to be distributed to the
holders of the Securities in liquidation of the Trust or, simultaneously with
any redemption of the Debentures, cause a Like Amount of the Securities to be
redeemed by the Trust.


 


A-1-6

















 


The Preferred
Securities shall be redeemable as provided in the Declaration.


 


The Preferred
Securities shall be convertible into shares of Affiliated Managers Group, Inc.
Common Stock in the manner and according to the terms set forth in the
Declaration and the Indenture.


 


Holders of
Preferred Securities will be entitled to the repurchase rights specified in the
Declaration and the Indenture upon the occurrence of a Change in Control.


 


A-1-7

















 


CONVERSION
REQUEST


 


To:                              LaSalle
Bank National Association,

as Property Trustee of

AMG Capital Trust I


 


The
undersigned owner of these Preferred Securities hereby irrevocably exercises
the option to convert these Preferred Securities, or the portion below
designated, into Common Stock (as such term is defined in the Indenture, dated
as of April 3, 2006, between Affiliated Managers Group, Inc. and
LaSalle Bank National Association, as Debenture Trustee (the “Indenture”)) in
accordance with the terms of the Indenture and the Amended and Restated
Declaration of Trust (as amended from time to time, the “Declaration”), dated
as of April 3, 2006, by LaSalle Bank National Association, as
Administrative Trustee, Christiana Bank & Trust Company, as Delaware
Trustee, LaSalle Bank National Association, as Property Trustee, Affiliated
Managers Group, Inc., as Initial Purchaser of Common Securities and as
Debenture Issuer, and by the Holders, from time to time, of undivided
beneficial interests in the assets of the Trust to be issued pursuant to the
Declaration. Pursuant to the aforementioned exercise of the option to convert
these Preferred Securities, the undersigned hereby directs the Conversion Agent
(as that term is defined in the Declaration) to (i) exchange such
Preferred Securities for a portion of the Debentures (as that term is defined
in the Declaration) held by the Trust (at the rate of exchange specified in the
terms of the Securities set forth as Annex I to the Declaration and the
Indenture) and (ii) immediately convert such Debentures on behalf of the
undersigned, into Common Stock (at the conversion rate specified in the terms
of the Securities set forth as Annex I to the Declaration and the Indenture).


 


The
undersigned does also hereby direct the Conversion Agent that the shares
issuable and deliverable upon conversion, together with any check in payment
for fractional shares, be issued in the name of and delivered to the
undersigned, unless a different name has been indicated in the assignment
below. If shares are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto.


 


Any holder,
upon the exercise of its conversion rights in accordance with the terms of the
Declaration, the Indenture and the Preferred Securities, agrees to be bound by
the terms of the Registration Rights Agreement relating to the Common Stock
issuable upon conversion of the Preferred Securities and agrees to appoint the
Conversion Agent for the purpose of effecting the conversion of the Preferred
Securities into shares of Common Stock.


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
  Number of
  Preferred Securities to be converted:

  	
   

  	
   

  
					



 


A-1-8

















 


If a name or
names other than the undersigned, please indicate in the spaces below the name
or names in which the shares of Common Stock are to be issued, along with the
address or addresses of such person or persons.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


(Sign exactly
as your name appears on the other side of this Preferred Security certificate)
(for conversion of definitive Preferred Securities only)


 


	
   

  	
   

  	
   

  



 


Please print
or Typewrite Name and Address, Including Zip Code, and Social Security or Other
Identifying Number.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature
  Guarantee*:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 






*                 Signature must be
guaranteed by an “eligible guarantor institution” that is, a bank, stockbroker,
savings and loan association or credit union meeting the requirements of the
Registrar, which requirements include membership or participation in the
Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.


 


A-1-9

















 


NOTICE
OF REPURCHASE ELECTION


 


To:                              LaSalle
Bank National Association,

as Property Trustee of

AMG Capital Trust I


 


The
undersigned owner of these Preferred Securities, in connection with the
occurrence of a Change in Control (as such term is defined in the Indenture,
dated as of April 3, 2006, between Affiliated Managers Group, Inc.
and LaSalle Bank National Association, as Debenture Trustee (the “Indenture”))
hereby irrevocably exercises the right to require the repurchase of these
Preferred Securities, or the portion below designated, on the Repurchase Date
in accordance with the terms of the Indenture and the Amended and Restated
Declaration of Trust (as amended from time to time, the “Declaration”), dated
as of April 3, 2006, by LaSalle Bank National Association, as
Administrative Trustee, Christiana Bank & Trust Company, as Delaware
Trustee, LaSalle Bank National Association, as Property Trustee, Affiliated
Managers Group, Inc., as Initial Purchaser of Common Securities and as
Debenture Issuer, and by the Holders, from time to time, of undivided
beneficial interests in the assets of the Trust to be issued pursuant to the
Declaration. Pursuant to the aforementioned election to require repurchase of
these Preferred Securities, the undersigned hereby directs the Exchange Agent
(as that term is defined in the Declaration) to (i) exchange such
Preferred Securities for a portion of the Debentures (as that term is defined
in the Declaration) held by the Trust (at the rate of exchange specified in the
terms of the Securities set forth as Annex I to the Declaration and the
Indenture) and (ii) immediately tender such Debentures on behalf of the
undersigned, for repurchase by the Debenture Issuer at the Repurchase Price (as
such term is defined in the Indenture) on the Repurchase Date (as such term is
defined in the Indenture).


 


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
  Number of
  Preferred Securities to be repurchased:

  	
   

  	
   

  
					



 


A-1-10

















 


(Sign exactly
as your name appears on the other side of this Preferred Security certificate)
(for conversion of definitive Preferred Securities only)


 


	
   

  	
   

  	
   

  



 


Please print
or Typewrite Name and Address, Including Zip Code, and Social Security or Other
Identifying Number.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature
  Guarantee*:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 






*                                         Signature
must be guaranteed by an “eligible guarantor institution” that is, a bank,
stockbroker, savings and loan association or credit union meeting the
requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.


 


A-1-11

















 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned assigns and transfers this Preferred Security
Certificate to:


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


(Insert
assignee’s social security or tax identification number)


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


(Insert
address and zip code of assignee)


 


and
irrevocably appoints


 


transfer this
Preferred Security Certificate on the books of the Trust. The agent may substitute
another to act for him or her.


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
				



 


(Sign exactly
as your name appears on the other side of this Preferred Security Certificate)


 


	
  Signature
  Guarantee*:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 






*                 Signature must be
guaranteed by an “eligible guarantor institution” that is a bank, stockbroker,
savings and loan association or credit union meeting the requirements of the
Registrar, which requirements include membership or participation in the
Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, all in accordance with the Securities and
Exchange Act of 1934, as amended.


 


A-1-12

















 


CERTIFICATE
TO BE DELIVERED UPON EXCHANGE OR

REGISTRATION OF RESTRICTED PREFERRED SECURITIES


 


This
certificate relates to
                  
Preferred Securities held in (check applicable space)              
book-entry or
            
definitive form by the undersigned.


 


(A)                              The undersigned has
requested the Property Trustee by written order to exchange or register the
transfer of a Preferred Security or Preferred Securities.


 


(B)                                The undersigned
confirms that such Preferred Securities are being (check one box below):


 


(1)                                  o
transferred to Affiliated Managers Group, Inc. or a subsidiary thereof; or


 


(2)                                  o
transferred pursuant to and in compliance with Rule 144A under the
Securities Act of 1933; or


 


(3)                                  o
transferred pursuant to an available exemption from the registration
requirements of the Securities Act of 1933; or


 


(4)                                  o
transferred pursuant to an effective registration statement under the
Securities Act.


 


Unless the box
below is checked, the undersigned confirms that such Securities are not being
transferred to an “affiliate” of the Affiliated Managers Group, Inc. as
defined in Rule 144 under the Securities Act of 1933, as amended (an “Affiliate”):


 


(5)                                  o
The transferee is an Affiliate of Affiliated Managers Group, Inc.


 


Unless one of
the boxes (1) through (4) in (B) above is checked, the Property
Trustee will refuse to register any of the Preferred Securities evidenced by
this certificate in the name of any person other than the registered Holder
thereof; provided, however, that if box (3) is checked, the Property
Trustee may require, prior to registering any such transfer of the
Preferred Securities such legal opinions, certifications and other information
as the Trust has reasonably requested to confirm that such transfer is being
made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, as amended, such as
the exemption provided by Rule 144 under such Act.


 


A-1-13

















 


	
  Signature:

  	
   

  	
   

  
	
   

  
	
   

  
	
  Signature
  Guarantee*:

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Signature
  must be guaranteed Signature

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Signature

  



 






*                                 Signature
must be guaranteed by an “eligible guarantor institution” that is, a bank,
stockbroker, savings and loan association or credit union meeting the
requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.


 


A-1-14

















 


Schedule A


 


Global
Certificate Transfer Schedule


 


Changes
to Liquidation Amount of Global Security


 


 


	
  Date

  	
   

  	
  Liquidation Amount of

  Securities by which this

  Global Security Is to Be

  Reduced or Increased

  	
   

  	
  Remaining Liquidation

  Amount of the Global

  Security (following decrease

  or increase)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Schedule to
be maintained by Property Trustee or Clearing Agency in cooperation with
Property Trustee, as applicable.


 


A-1-15

















 


EXHIBIT A-2


 


FORM OF
COMMON SECURITY CERTIFICATE


 


THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS. NEITHER 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 OF
THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION
DATE”), WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THE
SECURITY UPON THE CONVERSION OF WHICH THE COMMON STOCK EVIDENCED HEREBY WAS
ISSUED AND THE LAST DATE ON WHICH AFFILIATED MANAGERS GROUP, INC. OR ANY
AFFILIATE OF AFFILIATED MANAGERS GROUP, INC. WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO AFFILIATED
MANAGERS GROUP, INC. OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS
THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON
IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO AFFILIATED MANAGERS GROUP, INC.’S,
AND THE PROPERTY TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN
EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR
TO THE PROPERTY TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER UPON THE EARLIER OF THE TRANSFER OF THE SECURITIES EVIDENCED HEREBY
PURSUANT TO CLAUSE (C) ABOVE AND THE RESALE RESTRICTION TERMINATION DATE.
THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED
(OTHER THAN A TRANSFER PURSUANT TO CLAUSE (C) ABOVE) A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND.


 


THIS COMMON
SECURITY IS NOT TRANSFERABLE EXCEPT AS SET FORTH IN SECTION 9.1(b) OF
THE AMENDED AND RESTATED DECLARATION OF TRUST OF


 


A-2-1

















 


AMG CAPITAL TRUST I, DATED AS OF APRIL 3, 2006, AS THE SAME MAY BE
AMENDED FROM TIME TO TIME.


 


FOR PURPOSES
OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE ISSUE PRICE OF EACH
SECURITY IS $49.50 PER $50.00 OF LIQUIDATION AMOUNT, THE ISSUE DATE IS APRIL 3,
2006 AND THE COMPARABLE YIELD IS 7.50% PER ANNUM.


 


U.S. HOLDERS
OF THIS SECURITY MAY OBTAIN THE PROJECTED PAYMENT SCHEDULE FOR THIS
SECURITY BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO AFFILIATED
MANAGERS GROUP, INC., 600 HALE STREET, PRIDES CROSSING, MASSACHUSETTS
01965, ATTN.: CHIEF FINANCIAL OFFICER.


 


A-2-2

















 


Certificate
Evidencing Common Securities


 


of


 


AMG
Capital Trust I


 


5.10%
Common Securities

(liquidation amount $50.00 per Common Security)


 


AMG Capital
Trust I, a statutory trust formed under the laws of the State of Delaware (the “Trust”),
hereby certifies that
                              
(the “Holder”) is the registered owner of 180,000 common securities of the
Trust representing undivided beneficial interests in the assets of the Trust
designated the 5.10% Common Securities (liquidation amount $50.00 per Common
Security) (the “Common Securities”). Subject to the limitations in Section 9.1(b) of
the Declaration (as defined below), the Common Securities are transferable on
the books and records of the Trust, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed and in proper form for
transfer. The designation, rights, privileges, restrictions, preferences and other
terms and provisions of the Common Securities represented hereby are issued and
shall in all respects be subject to the provisions of the Amended and Restated
Declaration of Trust of the Trust, dated as of April 3, 2006, as the same may be
amended from time to time (the “Declaration”), including the designation of the
terms of the Common Securities as set forth in Annex I to the Declaration.
Capitalized terms used but not defined herein shall have the meaning given them
in the Declaration. The Initial Purchaser of Common Securities will provide a
copy of the Declaration, the Guarantee Agreement and the Indenture (including
any supplemental indenture) to a Holder without charge upon written request to
the Initial Purchaser of Common Securities at its principal place of business.


 


Upon receipt
of this certificate, the Holder is bound by the Declaration and is entitled to
the benefits thereunder to the extent provided therein.


 


By acceptance,
the Holder agrees to treat, for United States federal income tax purposes, the
Debentures as indebtedness and the Common Securities as evidence of indirect
beneficial ownership in the Debentures.


 


A-2-3

















 


IN WITNESS
WHEREOF, the Trust has executed this certificate this 3rd day of April, 2006.


 


 


	
   

  	
  AMG Capital Trust I

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  LaSalle Bank National Association

  
	
   

  	
   

  	
  not in its individual capacity but solely

  
	
   

  	
   

  	
  as Administrative Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-2-4

















 


[FORM OF
REVERSE OF SECURITY]


 


Distributions
payable on each Common Security will be fixed at a rate per annum of 5.10% (the
“Coupon Rate”) of the liquidation amount of $50.00 per Common Security, such
rate being the rate of interest payable on the Debentures to be held by the
Property Trustee. Distributions in arrears for more than one quarterly period
will bear interest thereon compounded quarterly at the Coupon Rate (to the
extent permitted by applicable law). A Distribution is payable only to the
extent that payments are made in respect of the Debentures held by the Property
Trustee and to the extent the Property Trustee has funds available therefor.


 


Distributions
on the Common Securities will be cumulative, will accrue from the date of
original issuance of the Common Securities and will be payable quarterly in
arrears, on January 15, April 15, July 15 and October 15 of
each year, commencing on July 15, 2006, except as otherwise described
below. Distributions will be computed on the basis of a 360-day year consisting
of twelve 30-day months. As long as no event of default has occurred and is
continuing under the Indenture, the Debenture Issuer has the right under the
Indenture to defer payments of interest by extending the interest payment
period at any time and from time to time on the Debentures for a period not
exceeding 20 consecutive calendar quarterly periods, including the first such
quarterly period during such extension period (each an “Extension Period”),
provided that no Extension Period shall end on a date other than an interest
payment date for the Debentures or extend beyond the stated maturity date of
the Debentures or any redemption date therefor. As a consequence of such
deferral, Distributions will also be deferred. Despite such deferral, Distributions
will continue to accumulate with interest thereon (to the extent permitted by
applicable law, but not at a rate exceeding the rate of interest then accruing
on the Debentures) at the Coupon Rate compounded quarterly during any such
Extension Period. Prior to the termination of any such Extension Period, the
Debenture Issuer may further defer payments of interest by further
extending such Extension Period; provided that such Extension Period, together
with all such previous and further extensions within such Extension Period, may not
exceed 20 consecutive quarterly periods, including the first quarterly period
during such Extension Period, or end on a date other than an interest payment
date for the Debentures or extend beyond the stated maturity date of the
Debentures or any redemption date therefor. Payments of accrued Distributions
will be payable to Holders as they appear on the books and records of the Trust
on the first record date after the end of the Extension Period. Upon the
termination of any Extension Period and the payment of all amounts then due,
the Debenture Issuer may commence a new Extension Period, subject to the
above requirements.


 


Subject to the
conditions set forth in the Declaration and the Indenture, the Property Trustee
may, at the direction of the Initial Purchaser of Common Securities, at any
time liquidate the Trust and cause the Debentures to be distributed to the
holders of the Securities in liquidation of the Trust or, simultaneous with any
redemption of the Debentures, cause a Like Amount of the Securities to be
redeemed by the Trust.


 


Under certain
circumstances, the right of the holders of the Common Securities shall be
subordinate to the rights of the holders of the Preferred Securities (as
defined in the Declaration), as provided in the Declaration.


 


The Common
Securities shall be redeemable as provided in the Declaration.


 


A-2-5

















 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned assigns and transfers this Common Security
Certificate to:


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



(Insert assignee’s social security or tax identification number)


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



(Insert address and zip code of assignee)


 


and
irrevocably appoints


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



agent to transfer
this Common Security Certificate on the books of the Trust. The agent may substitute
another to act for him or her.


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
				



(Sign exactly
as your name appears on the other side of this Preferred Security Certificate)


 


	
  Signature
  Guarantee*:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 






*                         Signature
must be guaranteed by an “eligible guarantor institution” that is a bank,
stockbroker, savings and loan association or credit union meeting the
requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.


 


A-2-6

















 


EXHIBIT A-3


 


Projected Payment Schedule


 


	
  Years 0-6

  	
   

  	
  Years 7-12

  	
   

  	
  Years 13-18

  	
   

  	
  Years 19-24

  	
   

  	
  Years 25-30

  	
   

  
	
  Period

  	
   

  	
  Projected

  Payment

  Per

  Debenture

  	
   

  	
  Period

  	
   

  	
  Projected

  Payment

  Per

  Debenture

  	
   

  	
  Period

  	
   

  	
  Projected

  Payment

  Per

  Debenture

  	
   

  	
  Period

  	
   

  	
  Projected

  Payment

  Per

  Debenture

  	
   

  	
  Period

  	
   

  	
  Projected

  Payment

  Per

  Debenture

  	
   

  
	
  4/3/06 -7/15/06

  	
   

  	
  0.72

  	
   

  	
  4/15/12-7/15/12

  	
   

  	
  0.64

  	
   

  	
  4/15/18-7/15/18

  	
   

  	
  0.64

  	
   

  	
  4/15/24-7/15/24

  	
   

  	
  0.70

  	
   

  	
  4/15/30-7/15/30

  	
   

  	
  0.72

  	
   

  
	
  7/15/06- 0/15/06

  	
   

  	
  0.64

  	
   

  	
  7/15/12-10/15/12

  	
   

  	
  0.64

  	
   

  	
  7/15/18-10/15/18

  	
   

  	
  0.68

  	
   

  	
  7/15/24-10/15/24

  	
   

  	
  0.70

  	
   

  	
  7/15/30-10/15/30

  	
   

  	
  0.72

  	
   

  
	
  10/15/06-1/15/07

  	
   

  	
  0.64

  	
   

  	
  10/15/12-1/15/13

  	
   

  	
  0.64

  	
   

  	
  10/15/18-1/15/19

  	
   

  	
  0.68

  	
   

  	
  10/15/24-1/15/25

  	
   

  	
  0.70

  	
   

  	
  10/15/30-1/15/31

  	
   

  	
  0.72

  	
   

  
	
  1/15/07-4/15/07

  	
   

  	
  0.64

  	
   

  	
  1/15/13-4/15/13

  	
   

  	
  0.64

  	
   

  	
  1/15/19-4/15/19

  	
   

  	
  0.68

  	
   

  	
  1/15/25-4/15/25

  	
   

  	
  0.70

  	
   

  	
  1/15/31-4/15/31

  	
   

  	
  0.72

  	
   

  
	
  4/15/07-7/15/07

  	
   

  	
  0.64

  	
   

  	
  4/15/13-7/15/13

  	
   

  	
  0.64

  	
   

  	
  4/15/19-7/15/19

  	
   

  	
  0.68

  	
   

  	
  4/15/25-7/15/25

  	
   

  	
  0.70

  	
   

  	
  4/15/31-7/15/31

  	
   

  	
  0.72

  	
   

  
	
  7/15/07-10/15/07

  	
   

  	
  0.64

  	
   

  	
  7/15/13-10/15/13

  	
   

  	
  0.64

  	
   

  	
  7/15/19-10/15/19

  	
   

  	
  0.68

  	
   

  	
  7/15/25-10/15/25

  	
   

  	
  0.70

  	
   

  	
  7/15/31-10/15/31

  	
   

  	
  0.73

  	
   

  
	
  10/15/07-1/15/08

  	
   

  	
  0.64

  	
   

  	
  10/15/13-1/15/14

  	
   

  	
  0.64

  	
   

  	
  10/15/19-1/15/20

  	
   

  	
  0.68

  	
   

  	
  10/15/25-1/15/26

  	
   

  	
  0.70

  	
   

  	
  10/15/31-1/15/32

  	
   

  	
  0.73

  	
   

  
	
  1/15/08-4/15/08

  	
   

  	
  0.64

  	
   

  	
  1/15/14-4/15/14

  	
   

  	
  0.64

  	
   

  	
  1/15/20-4/15/20

  	
   

  	
  0.68

  	
   

  	
  1/15/26-4/15/26

  	
   

  	
  0.70

  	
   

  	
  1/15/32-4/15/32

  	
   

  	
  0.73

  	
   

  
	
  4/15/08-7/15/08

  	
   

  	
  0.64

  	
   

  	
  4/15/14-7/15/14

  	
   

  	
  0.64

  	
   

  	
  4/15/20-7/15/20

  	
   

  	
  0.68

  	
   

  	
  4/15/26-7/15/26

  	
   

  	
  0.70

  	
   

  	
  4/15/32-7/15/32

  	
   

  	
  0.73

  	
   

  
	
  7/15/08-10/15/08

  	
   

  	
  0.64

  	
   

  	
  7/15/14-10/15/14

  	
   

  	
  0.64

  	
   

  	
  7/15/20-10/15/20

  	
   

  	
  0.69

  	
   

  	
  7/15/26-10/15/26

  	
   

  	
  0.70

  	
   

  	
  7/15/32-10/15/32

  	
   

  	
  0.73

  	
   

  
	
  10/15/08-1/15/09

  	
   

  	
  0.64

  	
   

  	
  10/15/14-1/15/15

  	
   

  	
  0.64

  	
   

  	
  10/15/20-1/15/21

  	
   

  	
  0.69

  	
   

  	
  10/15/26-1/15/27

  	
   

  	
  0.70

  	
   

  	
  10/15/32-1/15/33

  	
   

  	
  0.73

  	
   

  
	
  1/15/09-4/15/09

  	
   

  	
  0.64

  	
   

  	
  1/15/15-4/15/15

  	
   

  	
  0.64

  	
   

  	
  1/15/21-4/15/21

  	
   

  	
  0.69

  	
   

  	
  1/15/27-4/15/27

  	
   

  	
  0.70

  	
   

  	
  1/15/33-4/15/33

  	
   

  	
  0.73

  	
   

  
	
  4/15/09-7/15/09

  	
   

  	
  0.64

  	
   

  	
  4/15/15-7/15/15

  	
   

  	
  0.64

  	
   

  	
  4/15/21-7/15/21

  	
   

  	
  0.69

  	
   

  	
  4/15/27-7/15/27

  	
   

  	
  0.71

  	
   

  	
  4/15/33-7/15/33

  	
   

  	
  0.73

  	
   

  
	
  7/15/09-10/15/09

  	
   

  	
  0.64

  	
   

  	
  7/15/15-10/15/15

  	
   

  	
  0.64

  	
   

  	
  7/15/21-10/15/21

  	
   

  	
  0.69

  	
   

  	
  7/15/27-10/15/27

  	
   

  	
  0.71

  	
   

  	
  7/15/33-10/15/33

  	
   

  	
  0.73

  	
   

  
	
  10/15/09-1/15/10

  	
   

  	
  0.64

  	
   

  	
  10/15/15-1/15/16

  	
   

  	
  0.64

  	
   

  	
  10/15/21-1/15/22

  	
   

  	
  0.69

  	
   

  	
  10/15/27-1/15/28

  	
   

  	
  0.71

  	
   

  	
  10/15/33-1/15/34

  	
   

  	
  0.73

  	
   

  
	
  1/15/10-4/15/10

  	
   

  	
  0.64

  	
   

  	
  1/15/16-4/15/16

  	
   

  	
  0.64

  	
   

  	
  1/15/22-4/15/22

  	
   

  	
  0.69

  	
   

  	
  1/15/28-4/15/28

  	
   

  	
  0.71

  	
   

  	
  1/15/34-4/15/34

  	
   

  	
  0.73

  	
   

  
	
  4/15/10-7/15/10

  	
   

  	
  0.64

  	
   

  	
  4/15/16-7/15/16

  	
   

  	
  0.64

  	
   

  	
  4/15/22-7/15/22

  	
   

  	
  0.69

  	
   

  	
  4/15/28-7/15/28

  	
   

  	
  0.71

  	
   

  	
  4/15/34-7/15/34

  	
   

  	
  0.73

  	
   

  
	
  7/15/10-10/15/10

  	
   

  	
  0.64

  	
   

  	
  7/15/16-10/15/16

  	
   

  	
  0.64

  	
   

  	
  7/15/22-10/15/22

  	
   

  	
  0.69

  	
   

  	
  7/15/28-10/15/28

  	
   

  	
  0.71

  	
   

  	
  7/15/34-10/15/34

  	
   

  	
  0.74

  	
   

  
	
  10/15/10-1/15/11

  	
   

  	
  0.64

  	
   

  	
  10/15/16-1/15/17

  	
   

  	
  0.64

  	
   

  	
  10/15/22-1/15/23

  	
   

  	
  0.69

  	
   

  	
  10/15/28-1/15/29

  	
   

  	
  0.71

  	
   

  	
  10/15/34-1/15/35

  	
   

  	
  0.74

  	
   

  
	
  1/15/11-4/15/11

  	
   

  	
  0.64

  	
   

  	
  1/15/17-4/15/17

  	
   

  	
  0.64

  	
   

  	
  1/15/23-4/15/23

  	
   

  	
  0.69

  	
   

  	
  1/15/29-4/15/29

  	
   

  	
  0.71

  	
   

  	
  1/15/35-4/15/35

  	
   

  	
  0.74

  	
   

  
	
  4-15/11-7/15/11

  	
   

  	
  0.64

  	
   

  	
  4/15/17-7/15/17

  	
   

  	
  0.64

  	
   

  	
  4/15/23-7/15/23

  	
   

  	
  0.69

  	
   

  	
  4/15/29-7/15/29

  	
   

  	
  0.71

  	
   

  	
  4/15/35-7/15/35

  	
   

  	
  0.74

  	
   

  
	
  7/15/11-10/15/11

  	
   

  	
  0.64

  	
   

  	
  7/15/17-10/15/17

  	
   

  	
  0.64

  	
   

  	
  7/15/23-10/15/23

  	
   

  	
  0.69

  	
   

  	
  7/15/29-10/15/29

  	
   

  	
  0.71

  	
   

  	
  7/15/35-10/15/35

  	
   

  	
  0.74

  	
   

  
	
  10/15/11-1/15/12

  	
   

  	
  0.64

  	
   

  	
  10/15/17-1/15/18

  	
   

  	
  0.64

  	
   

  	
  10/15/23-1/15-24

  	
   

  	
  0.69

  	
   

  	
  10/15/29-1/15/30

  	
   

  	
  0.71

  	
   

  	
  10/15/35-1/15/36

  	
   

  	
  0.74

  	
   

  
	
  1/15/12-4/15/12

  	
   

  	
  0.64

  	
   

  	
  1/15/18-4/15/18

  	
   

  	
  0.64

  	
   

  	
  1/15/24-4/15/24

  	
   

  	
  0.69

  	
   

  	
  1/15/30-4/15/30

  	
   

  	
  0.72

  	
   

  	
  1/15/36-4/15/36

  	
   

  	
  169.10

  	
   

  



 






*                                         The
comparable yield and the schedule of projected payments are determined on
the basis of certain assumptions and are not determined for any purpose other
than for the determination of interest accruals and adjustments thereof in
respect of the Securities for United States federal income tax purposes. The
comparable yield and the schedule of projected payments do not constitute
a projection or representation regarding the amounts payable on Securities.


 


A-3-1