Exhibit 4.3


 


EXECUTION COPY


 


 






 


AFFILIATED MANAGERS GROUP, INC.

(a Delaware corporation)


 






 


INDENTURE


 


Dated as of April 3, 2006


 






 


LASALLE BANK NATIONAL
ASSOCIATION,

as Debenture Trustee


 






 


JUNIOR SUBORDINATED CONVERTIBLE
DEBENTURES


 

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
   

  
	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  1.01.

  	
  Definitions.

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
  SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.01.

  	
  Forms
  Generally.

  	
  12

  
	
  SECTION
  2.02.

  	
  Execution
  and Authentication.

  	
  12

  
	
  SECTION
  2.03.

  	
  Form and
  Payment.

  	
  12

  
	
  SECTION
  2.04.

  	
  Global Security.

  	
  13

  
	
  SECTION
  2.05.

  	
  Interest.

  	
  14

  
	
  SECTION
  2.06.

  	
  Transfer and
  Exchange.

  	
  15

  
	
  SECTION
  2.07.

  	
  Replacement
  Securities.

  	
  18

  
	
  SECTION
  2.08.

  	
  Temporary
  Securities.

  	
  19

  
	
  SECTION
  2.09.

  	
  Cancellation.

  	
  19

  
	
  SECTION
  2.10.

  	
  Defaulted
  Interest.

  	
  19

  
	
  SECTION
  2.11.

  	
  CUSIP Numbers.

  	
  20

  
	
  SECTION
  2.12.

  	
  Tax
  Treatment.

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
  PARTICULAR COVENANTS OF THE
  CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  3.01.

  	
  Payment of
  Principal and Interest.

  	
  21

  
	
  SECTION
  3.02.

  	
  Offices for
  Notices and Payments, Etc.

  	
  21

  
	
  SECTION
  3.03.

  	
  Appointments
  to Fill Vacancies in Debenture Trustee’s Office.

  	
  22

  
	
  SECTION
  3.04.

  	
  Provision as
  to Paying Agent.

  	
  22

  
	
  SECTION
  3.05.

  	
  Certificate
  to Debenture Trustee.

  	
  23

  
	
  SECTION
  3.06.

  	
  Compliance
  with Consolidation Provisions.

  	
  23

  
	
  SECTION
  3.07.

  	
  Limitation
  on Dividends.

  	
  23

  
	
  SECTION
  3.08.

  	
  Covenants as
  to AMG Capital Trust I.

  	
  24

  
	
  SECTION
  3.09.

  	
  Payment of
  Expenses.

  	
  24

  
	
  SECTION
  3.10.

  	
  Payment Upon
  Resignation or Removal.

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
  SECURITYHOLDERS’ LISTS AND
  REPORTS BY THE

  	
   

  
	
  CORPORATION AND THE DEBENTURE
  TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  4.01.

  	
  Securityholders’
  Lists.

  	
  25

  
	
  SECTION
  4.02.

  	
  Preservation
  and Disclosure of Lists.

  	
  26

  
	
  SECTION
  4.03.

  	
  Reports by
  the Corporation.

  	
  27

  
	
  SECTION
  4.04.

  	
  Reports by
  the Debenture Trustee.

  	
  27

  



 


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  ARTICLE V

  	
   

  
	
  REMEDIES OF THE DEBENTURE
  TRUSTEE AND

  	
   

  
	
  SECURITYHOLDERS ON EVENT OF
  DEFAULT

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  5.01.

  	
  Events of
  Default.

  	
  28

  
	
  SECTION
  5.02.

  	
  Payment of
  Securities on Default; Suit Therefor.

  	
  30

  
	
  SECTION
  5.03.

  	
  Application
  of Moneys Collected by Debenture Trustee.

  	
  31

  
	
  SECTION 5.04.

  	
  Proceedings
  by Securityholders.

  	
  32

  
	
  SECTION
  5.05.

  	
  Proceedings
  by Debenture Trustee.

  	
  33

  
	
  SECTION
  5.06.

  	
  Remedies
  Cumulative and Continuing.

  	
  33

  
	
  SECTION
  5.07.

  	
  Direction of
  Proceedings and Waiver of Defaults by Majority of Securityholders.

  	
  33

  
	
  SECTION 5.08.

  	
  Notice of
  Defaults.

  	
  34

  
	
  SECTION
  5.09.

  	
  Undertaking
  to Pay Costs.

  	
  35

  
	
  SECTION
  5.10.

  	
  Acknowledgment
  of Rights.

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
  CONCERNING THE DEBENTURE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  6.01.

  	
  Duties and
  Responsibilities of Debenture Trustee.

  	
  35

  
	
  SECTION
  6.02.

  	
  Reliance on
  Documents, Opinions, Etc.

  	
  37

  
	
  SECTION
  6.03.

  	
  No
  Responsibility for Recitals, Etc.

  	
  38

  
	
  SECTION
  6.04.

  	
  Debenture
  Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar
  May Own Securities.

  	
  39

  
	
  SECTION
  6.05.

  	
  Moneys to Be
  Held in Trust.

  	
  39

  
	
  SECTION
  6.06.

  	
  Compensation
  and Expenses of Debenture Trustee.

  	
  39

  
	
  SECTION
  6.07.

  	
  Officers’
  Certificate as Evidence.

  	
  40

  
	
  SECTION
  6.08.

  	
  Conflicting
  Interest of Debenture Trustee.

  	
  40

  
	
  SECTION
  6.09.

  	
  Eligibility
  of Debenture Trustee.

  	
  40

  
	
  SECTION
  6.10.

  	
  Resignation
  or Removal of Debenture Trustee.

  	
  41

  
	
  SECTION
  6.11.

  	
  Acceptance
  by Successor Debenture Trustee.

  	
  42

  
	
  SECTION
  6.12.

  	
  Succession
  by Merger, Etc.

  	
  42

  
	
  SECTION
  6.13.

  	
  Limitation
  on Rights of Debenture Trustee as a Creditor.

  	
  43

  
	
  SECTION
  6.14.

  	
  Co-trustees
  and Separate Trustees.

  	
  43

  
	
  SECTION
  6.15.

  	
  Authenticating
  Agents.

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
  CONCERNING THE SECURITYHOLDERS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  7.01.

  	
  Action by
  Securityholders.

  	
  45

  
	
  SECTION
  7.02.

  	
  Proof of
  Execution by Securityholders.

  	
  46

  
	
  SECTION
  7.03.

  	
  Who Are
  Deemed Absolute Owners.

  	
  46

  
	
  SECTION
  7.04.

  	
  Securities
  Owned by Corporation Deemed Not Outstanding.

  	
  46

  
	
  SECTION
  7.05.

  	
  Revocation
  of Consents; Future Holders Bound.

  	
  47

  



 


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  ARTICLE VIII

  	
   

  
	
  SECURITYHOLDERS’ MEETINGS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  8.01.

  	
  Purposes of
  Meetings.

  	
  47

  
	
  SECTION
  8.02.

  	
  Call of
  Meetings by Debenture Trustee.

  	
  48

  
	
  SECTION
  8.03.

  	
  Call of
  Meetings by Corporation or Securityholders.

  	
  48

  
	
  SECTION
  8.04.

  	
  Qualifications
  for Voting.

  	
  48

  
	
  SECTION
  8.05.

  	
  Regulations.

  	
  48

  
	
  SECTION
  8.06.

  	
  Voting.

  	
  49

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
  AMENDMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  9.01.

  	
  Without
  Consent of Securityholders.

  	
  49

  
	
  SECTION
  9.02.

  	
  With Consent
  of Securityholders.

  	
  51

  
	
  SECTION
  9.03.

  	
  Compliance
  with Trust Indenture Act; Effect of Supplemental Indentures.

  	
  52

  
	
  SECTION
  9.04.

  	
  Notation on
  Securities.

  	
  52

  
	
  SECTION
  9.05.

  	
  Evidence of
  Compliance of Supplemental Indenture to Be Furnished to Debenture Trustee.

  	
  52

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
  CONSOLIDATION, MERGER, SALE,
  CONVEYANCE AND LEASE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  10.01.

  	
  Corporation
  May Consolidate, Etc., on Certain Terms.

  	
  53

  
	
  SECTION
  10.02.

  	
  Successor
  Corporation to Be Substituted for Corporation.

  	
  53

  
	
  SECTION
  10.03.

  	
  Opinion of
  Counsel to Be Given to Debenture Trustee.

  	
  54

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
  SATISFACTION AND DISCHARGE OF
  INDENTURE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  11.01.

  	
  Discharge of
  Indenture.

  	
  54

  
	
  SECTION
  11.02.

  	
  Deposited
  Moneys and U.S. Government Obligations to Be Held in Trust by Debenture
  Trustee.

  	
  55

  
	
  SECTION
  11.03.

  	
  Paying Agent
  to Repay Moneys Held.

  	
  55

  
	
  SECTION
  11.04.

  	
  Return of
  Unclaimed Moneys.

  	
  55

  
	
  SECTION
  11.05.

  	
  Defeasance
  Upon Deposit of Moneys or U.S. Government Obligations.

  	
  55

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  
	
  IMMUNITY OF INCORPORATORS,
  STOCKHOLDERS,

  	
   

  
	
  OFFICERS AND DIRECTORS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  12.01.

  	
  Indenture
  and Securities Solely Corporate Obligations.

  	
  57

  



 


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  ARTICLE XIII

  	
   

  
	
  PURCHASE AT THE OPTION OF HOLDER
  UPON CHANGE IN CONTROL

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  13.01.

  	
  Repurchase
  Right.

  	
  57

  
	
  SECTION
  13.02.

  	
  Notices,
  Method of Exercised Repurchase Right.

  	
  57

  
	
  SECTION
  13.03.

  	
  Repurchase
  Date; Exercise of Right.

  	
  58

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  	
   

  
	
  REDEMPTION OF SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  14.01.

  	
  Special
  Event Redemption.

  	
  59

  
	
  SECTION
  14.02.

  	
  Optional
  Redemption by Corporation.

  	
  60

  
	
  SECTION
  14.03.

  	
  No Sinking
  Fund.

  	
  60

  
	
  SECTION
  14.04.

  	
  Notice of
  Redemption; Selection of Securities.

  	
  60

  
	
  SECTION 14.05.

  	
  Payment of
  Securities Called for Redemption.

  	
  61

  
	
  SECTION
  14.06.

  	
  Conversion
  Arrangement on Call for Redemption.

  	
  62

  
	
   

  	
   

  	
   

  
	
  ARTICLE XV

  	
   

  
	
  SUBORDINATION OF SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  15.01.

  	
  Agreement to
  Subordinate.

  	
  62

  
	
  SECTION
  15.02.

  	
  Default on
  Senior Indebtedness.

  	
  63

  
	
  SECTION
  15.03.

  	
  Liquidation;
  Dissolution; Bankruptcy.

  	
  63

  
	
  SECTION
  15.04.

  	
  Subrogation.

  	
  64

  
	
  SECTION
  15.05.

  	
  Debenture
  Trustee to Effectuate Subordination.

  	
  65

  
	
  SECTION
  15.06.

  	
  Notice by
  the Corporation.

  	
  66

  
	
  SECTION
  15.07.

  	
  Rights of
  the Debenture Trustee; Holders of Senior Indebtedness.

  	
  67

  
	
  SECTION
  15.08.

  	
  Subordination
  May Not Be Impaired.

  	
  67

  
	
   

  	
   

  	
   

  
	
  ARTICLE XVI

  	
   

  
	
  EXTENSION OF INTEREST PAYMENT
  PERIOD

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  16.01.

  	
  Extension of
  Interest Payment Period.

  	
  68

  
	
  SECTION
  16.02.

  	
  Notice of
  Extension.

  	
  68

  
	
   

  	
   

  	
   

  
	
  ARTICLE XVII

  	
   

  
	
  CONVERSION OF SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  17.01.

  	
  Conversion
  Rights.

  	
  69

  
	
  SECTION
  17.02.

  	
  Conversion
  Procedures.

  	
  71

  
	
  SECTION
  17.03.

  	
  Conversion
  Rate Adjustments.

  	
  74

  
	
  SECTION
  17.04.

  	
  Conversion
  Rate Adjustments Upon Change in Control.

  	
  80

  
	
  SECTION
  17.05.

  	
  Share
  Exchange, Consolidation, Merger or Sale of Assets.

  	
  82

  
	
  SECTION
  17.06.

  	
  Notice of
  Adjustments of Conversion Rate.

  	
  83

  
	
  SECTION
  17.07.

  	
  Prior Notice
  of Certain Events.

  	
  84

  
	
  SECTION
  17.08.

  	
  Debenture
  Trustee Not Responsible for Determining Conversion Rate or Adjustments.

  	
  84

  



 


iv

















 


	
  ARTICLE XVIII

  	
   

  
	
  CONTINGENT INTEREST

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  18.01.

  	
  Contingent
  Interest.

  	
  85

  
	
  SECTION
  18.02.

  	
  Payment of
  Contingent Interest; Contingent Interest Rights Preserved.

  	
  85

  
	
  SECTION
  18.03.

  	
  Bid
  Solicitation Agent.

  	
  86

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIX

  	
   

  
	
  MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  19.01.

  	
  Successors.

  	
  86

  
	
  SECTION
  19.02.

  	
  Official
  Acts by Successor Corporation.

  	
  86

  
	
  SECTION
  19.03.

  	
  Surrender of
  Corporation Powers.

  	
  86

  
	
  SECTION
  19.04.

  	
  Addresses
  for Notices, Etc.

  	
  86

  
	
  SECTION
  19.05.

  	
  Governing
  Law.

  	
  87

  
	
  SECTION
  19.06.

  	
  Evidence of
  Compliance with Conditions Precedent.

  	
  87

  
	
  SECTION
  19.07.

  	
  Business
  Days.

  	
  88

  
	
  SECTION
  19.08.

  	
  Trust
  Indenture Act to Control.

  	
  88

  
	
  SECTION
  19.09.

  	
  Intention of
  the Parties.

  	
  88

  
	
  SECTION 19.10.

  	
  Table of
  Contents, Headings, Etc.

  	
  88

  
	
  SECTION
  19.11.

  	
  Execution in
  Counterparts.

  	
  88

  
	
  SECTION
  19.12.

  	
  Separability.

  	
  88

  
	
  SECTION
  19.13.

  	
  Assignment.

  	
  88

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A – Form of Junior Subordinated
  Convertible Debenture

  	
   

  



 


v

















 


THIS INDENTURE, dated as of April 3, 2006,
between Affiliated Managers Group, Inc., a Delaware corporation (hereinafter
sometimes called the “Corporation”), and LaSalle Bank National Association, a national
banking association, as debenture trustee (hereinafter sometimes called the “Debenture
Trustee”),


 


W I T N E
S S E T H


 


In consideration of the premises, and the
purchase of the Securities (as defined herein) by the holders thereof, the
Corporation covenants and agrees with the Debenture Trustee for the equal and
proportionate benefit of the respective holders from time to time of the
Securities, as follows:


 


ARTICLE I

DEFINITIONS


 


SECTION 1.01.              Definitions.


 


The terms defined in this Section 1.01
(except as herein otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture shall have the respective meanings
specified in this Section 1.01. All other terms used in this Indenture which
are defined in the Trust Indenture Act (as defined herein), or which are by
reference therein defined in the Securities Act (as defined herein), shall
(except as herein otherwise expressly provided or unless the context otherwise
requires) have the meanings assigned to such terms in said Trust Indenture Act
and in said Securities Act as in force at the date of this Indenture as
originally executed. The following terms have the meanings given to them in the
Declaration: (i) Clearing Agency; (ii) Delaware Trustee; (iii) Property
Trustee; (iv) Administrative Trustees; (v) Institutional Administrative
Trustee, (vi) Preferred Securities; (vii) Direct Action; (viii) Trust; and (ix)
Distributions. All accounting terms used herein and not expressly defined shall
have the meanings assigned to such terms in accordance with generally accepted
accounting principles, and the term “generally accepted accounting principles”
means such accounting principles as are generally accepted at the time of any
computation. The words “herein,” “hereof” and “hereunder” and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision. The singular includes the plural and
vice versa.


 


“Additional Sums” shall have the meaning set
forth in Section 2.05(c).


 


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


 


“AMG Capital Trust I” or the “Trust” shall
mean AMG Capital Trust I, a Delaware statutory trust created for the purpose of
issuing its undivided beneficial interests in connection with the issuance of
Securities under this Indenture.


 


“Associate” shall have the meaning ascribed
to such term in Rule 12b-2 of the General Rules and Regulations under the
Exchange Act, as in effect on the date hereof.


 


“Authenticating Agent” shall mean any agent
or agents of the Debenture Trustee which at the time shall be appointed and
acting pursuant to Section 6.15.


 


1

















 


“Average Closing Price” means (1) with
respect to distributions of rights, warrants or options, the average of the
Closing Prices per share of Common Stock for the five (5) consecutive
Trading Days ending on the date immediately preceding the first public
announcement of the distribution and (2) with respect to other distributions,
the average of the Closing Prices per share of Common Stock for the five
(5) consecutive Trading Days ending on the date immediately preceding the
Time of Determination.


 


“Bankruptcy Law” shall mean Title 11, U.S.
Code, or any similar federal or state law for the relief of debtors.


 


“Bid Solicitation Agent” shall have the
meaning set forth in Section 18.03.


 


“Board of Directors” shall mean either the
board of directors of the Corporation or any duly authorized committee of that
board.


 


“Board Resolution” shall mean a copy of a
resolution certified by the secretary or an assistant secretary of the
Corporation to have been duly adopted by the Board of Directors and to be in
full force and effect on the date of such certification, and delivered to the
Debenture Trustee.


 


“Business Day” shall mean 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 close.


 


“Capital Stock” of any corporation means any
and all shares, interests, rights to purchase, warrants, options,
participations or other equivalents of or interests in (however designated)
stock or other equity issued by that corporation.


 


“Cash Percentage” shall have the meaning set
forth in Section 17.01(c).


 


“Cash Percentage Notice” shall have the
meaning set forth in Section 17.01(c).


 


“Change in Control” shall have the meaning
set forth in Section 17.04.


 


“Closing Price” with respect to any
securities on any date means the closing per share closing price (or, if no
closing price is reported, the average of the bid and ask prices or, if more
than one in either case, the average of the average bid and average ask prices)
on such date as reported in the composite transactions for the principal United
States securities exchange on which such security is traded or, if the security
is not listed on a United States national or regional securities exchange, as
reported by the National Association of Securities Dealers Automated Quotation System
or by the National Quotation Bureau Incorporated, or if not so available, in
such manner as furnished by any New York Stock Exchange member firm selected
from time to time by the Board of Directors for that purpose, or a price
determined in good faith by the Board of Directors or, to the extent permitted
by applicable law, a duly authorized committee thereof, whose determination
shall be conclusive.


 


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


 


2

















 


“Commission” shall mean the Securities and
Exchange Commission, as from time to time constituted, created under the
Exchange Act, or if at any time after the execution of this Indenture such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.


 


“Common Securities” shall mean undivided
beneficial interests in the assets of the Trust which are designated as “Common
Securities” and rank pari passu with
Preferred Securities issued by the Trust, subject to the terms of the
Declaration.


 


“Common Stock” shall mean the Common Stock,
par value $0.01 per share, of the Corporation or any other class of stock resulting
from changes or reclassifications of such Common Stock consisting solely of
changes in par value, or from par value to no par value, or from no par value
to par value.


 


“Compounded Interest” shall have the meaning
set forth in Section 16.01.


 


“Contingent Interest” means such interest
payable in accordance with the provisions of Article XVIII hereof.


 


“Contingent Interest Payment Date” shall have
the meaning set forth in Section 18.02.


 


“Contingent Interest Record Date” shall have
the meaning set forth in Section 18.02.


 


“Conversion Date” shall have the meaning set
forth in Section 17.02(a).


 


“Conversion Price” shall mean the quotient
obtained by dividing $50.00 by the Conversion Rate and rounding the result to
four decimal places.


 


“Conversion Rate” shall have the meaning set
forth in Section 17.01.


 


“Conversion Reference Period” means
(a) for Securities that are converted during the period beginning on the
30th day prior to the Maturity Date, the ten consecutive Trading Days beginning
on the third Trading Day following the Maturity Date and (b) in all other
instances, the ten consecutive Trading Days beginning on the third Trading Day
following the Conversion Date.


 


“Conversion Request” means (a) the
irrevocable request to be given by a Securityholder to the Conversion Agent
directing the Conversion Agent to convert the Securities into shares of Common
Stock and (b) the irrevocable request to be given by a holder of Preferred
Securities to the Conversion Agent directing the Conversion Agent to exchange such
stock on behalf of such holder.


 


“Conversion Value” means the product of (1)
the Conversion Rate then in effect multiplied by (2) the average of the Volume
Weighted Average Price per share of Common Stock on each of the Trading Days
during the Conversion Reference period.


 


“Corporation” shall mean Affiliated Managers
Group, Inc., a Delaware corporation, and, subject to the provisions of Article
X, shall include its successors and assigns.


 


3

















 


“Corporation Request” or “Corporation Order”
shall mean a written request or order signed in the name of the Corporation by
the Chairman of the Board of Directors, the Chief Executive Officer, the Chief
Financial Officer, a President, a Vice President, the Comptroller or the Secretary
of the Corporation, and delivered to the Debenture Trustee.


 


“Coupon Rate” shall have the meaning set
forth in Section 2.05.


 


“Current Market Price” shall mean the average
of the daily Closing Prices per share of Common Stock for the ten consecutive
Trading Days ending not later than the earlier of the date immediately prior to
the date in question and the day before the “ex” date with respect to the
issuance, distribution, subdivision or combination requiring such computation.
If another issuance, distribution, subdivision or combination to which Section
17.03 applies occurs during the period applicable for calculating “Current
Market Price” pursuant to the preceding definition, then “Current Market Price”
shall be appropriately adjusted to reflect the impact of such issuance,
distribution, subdivision or combination on the Closing Price of the Common
Stock during such period. For purposes of this paragraph, the term “ex” date,
when used:


 


(A)          with respect to any
issuance or distribution, means the first date on which the Common Stock trades
regular way on the relevant exchange or in the relevant market from which the
Closing Price was obtained without the right to receive such issuance or
distribution;


 


(B)           with respect to any
subdivision or combination of shares of Common Stock, means the first date on
which the Common Stock trades regular way on such exchange or in such market
after the time at which such subdivision or combination becomes effective; and


 


(C)           with respect to any
tender or exchange offer, means the first date on which the Common Stock trades
regular way on such exchange or in such market after the Expiration Time of
such offer.


 


Notwithstanding the foregoing, whenever
successive adjustments to the Conversion Rate are called for pursuant to
Section 17.03 such adjustments shall be made to the Current Market Price as may
be necessary or appropriate to effectuate the intent of Section 17.03 and to
avoid unjust or inequitable results as determined in good faith by the Board of
Directors.


 


“Daily Share
Amounts” means, for each Trading Day of the Conversion Reference Period and
each $50.00 principal amount of Securities surrendered for conversion, a number
of shares (but in no event less than zero) determined by the following formula:


 


	
  (Volume Weighted Average Price per

  	
   

  	
   

  	
   

  	
  Conversion
  Rate in effect

  	
   

  	
   

  	
   

  
	
  Share of Common Stock for such Trading Day

  	
   

  	
  x

  	
   

  	
  on
  the Conversion Date*) - $50.00

  	
   

  	
   

  	
   

  
	
  Volume Weighted Average Price per share of Common Stock

  
	
  for such Trading Day x 10

  



 






*appropriately
adjusted to take into account the occurrence on or before such Trading Day of
any event which would require an anti-dilution adjustment


 


4

















 


“Debenture Trustee” shall mean the Person
identified as “Debenture Trustee” in the first paragraph hereof, and, subject
to the provisions of Article VI, shall also include its successors and assigns
as Debenture Trustee hereunder.


 


“Declaration” means the Amended and Restated
Declaration of Trust of the Trust, dated as of April 3, 2006, as amended from
time to time.


 


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


 


“Defaulted Interest” shall have the meaning
set forth in Section 2.10.


 


“Defeasance Agent” shall have the meaning set
forth in Section 11.05.


 


“Deferred Interest” shall have the meaning
set forth in Section 16.01.


 


“Definitive Securities” shall mean those
Securities issued in fully registered certificated form not otherwise in global
form.


 


“Depositary” shall mean, with respect to the
Securities, for which the Corporation shall determine that such Securities will
be issued as a Global Security, The Depository Trust Corporation, New York, New
York, another clearing agency, or any successor registered as a clearing agency
under the Exchange Act or other applicable statute or regulation, which, in
each case, shall be designated by the Corporation pursuant to Section 2.04(d).


 


“Discharged” shall have the meaning set forth
in Section 11.05.


 


“Dissolution Event” means the liquidation of
the Trust pursuant to the Declaration, and the distribution of the Securities
held by the Property Trustee to the holders of the Trust Securities issued by
the Trust pro rata in accordance with the Declaration.


 


“Effective Date” shall have the meaning set
forth in Section 17.04.


 


“Event of Default” shall mean any event
specified in Section 5.01, continued for the period of time, if any, and after
the giving of the notice, if any, therein designated.


 


“Ex-Dividend Date” shall have the meaning set
forth in Section 17.03(c)(ii).


 


“Ex-Dividend Time” shall have the meaning set
forth in the definition of “Time of Determination”.


 


“Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended.


 


“Exchange Agent” shall have the meaning set
forth in the Declaration.


 


“Expiration Time” shall have the meaning set
forth in Section 17.03(e).


 


“Extended Interest Payment Period” shall have
the meaning set forth in Section 16.01.


 


5

















 


“Global Security” means, with respect to the
Securities, a Security executed by the Corporation and delivered by the
Debenture Trustee to the Depositary or pursuant to the Depositary’s
instruction, all in accordance with the Indenture, which shall be registered in
the name of the Depositary or its nominee.


 


“Indebtedness” shall mean, with respect to
any Person, whether recourse is to all or a portion of the assets of the Person
and whether or not contingent, (i) every obligation of the Person for money
borrowed; (ii) every obligation of the Person evidenced by bonds, debentures,
notes or other similar instruments, including obligations incurred in
connection with the acquisition of property, assets or businesses; (iii) every
reimbursement obligation of the Person with respect to letters of credit,
banker’s acceptances or similar facilities issued for the account of the Person;
(iv) every obligation of the Person issued or assumed as the deferred purchase
price of property or services (but excluding trade accounts payable or accrued
liabilities arising in the ordinary course of business); (v) every capital
lease obligation of the Person; (vi) all obligations of the Person whether
incurred on or prior to the date of the Indenture or thereafter incurred, for
claims in respect of derivative products, including interest rate, foreign
exchange rate and commodity forward contracts, options and swaps and similar
arrangements; and (vii) every obligation of the type referred to in clauses (i)
through (vi) of another Person and all dividends of another Person the payment
of which, in either case, the first Person has guaranteed or is responsible or
liable for, directly or indirectly, as obligor or otherwise, including such
obligations secured by a lien on any property or asset of the first Person,
whether or not such obligation is assumed by such Person.


 


“Indebtedness Ranking on a Parity with the
Securities” shall mean Indebtedness, whether outstanding on the date of
execution of this Indenture or hereafter created, assumed or incurred, to the
extent such Indebtedness is expressed by its terms to rank equally with and not
prior or senior to the Securities in the right of payment upon the happening of
the dissolution or winding-up or liquidation or reorganization of the
Corporation.


 


“Indebtedness Ranking Junior to the
Securities” shall mean any Indebtedness, whether outstanding on the date of
execution of this Indenture or hereafter created, assumed or incurred, to the
extent such Indebtedness is expressed by its terms to rank junior to and not
equally with or prior to the Securities (and any other Indebtedness Ranking on
a Parity with the Securities) in right of payment upon the happening of the
dissolution or winding-up or liquidation or reorganization of the Corporation.


 


“Indenture” shall mean this instrument as
originally executed or, if amended as herein provided, as so amended.


 


“Interest,” unless otherwise stated in any
applicable provision of this Indenture or the Securities, shall mean, without
duplication, all interest payable hereunder on the principal at the Coupon Rate
plus Compounded Interest, Liquidated Damages, Additional Sums and Contingent
Interest, if any, that may be payable on the Securities pursuant to the terms
of the Indenture, and other amounts payable hereunder with respect to any
overdue installment of principal or Interest.


 


“Interest Payment Date” shall have the
meaning set forth in Section 2.05(a).


 


6

















 


“Investment Company Act” means the Investment
Company Act of 1940 and any statute successor thereto, in such case as amended
from time to time.


 


“Investment Company Event” means the receipt
by the Corporation and the Trust of an opinion of independent securities
counsel, experienced in such matters to the effect that, as a result of (a) any
amendment to, or change (including any announced prospective change) in, any
laws (or any regulations thereunder) of the United States or any rules,
guidelines or policies of any applicable regulatory agency or authority 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, that the Trust is, or within 90 days of the date
of such opinion will be considered an “investment company” that is required to
be registered under the Investment Company Act.


 


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


 


“Liquidated Damages” shall mean Liquidated
Damages as defined in the Registration Rights Agreement, dated as of April 3,
2006, among the Corporation, the Trust and Banc of America Securities LLC,
Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated as initial purchasers; provided, however,
that Liquidated Damages shall be due and payable only at the times, in the
amounts and to the Persons as provided in the Registration Rights Agreement.


 


“Make Whole Shares” shall have the meaning
set forth in Section 17.04(a).


 


“Market Disruption Event’’ means the
occurrence or existence for more than one half hour period in the aggregate on
any scheduled Trading Day for Common Stock of any suspension or limitation
imposed on trading (by reason of movements in price exceeding limits permitted
by the Nasdaq National Market or otherwise) in Common Stock or in any options,
contracts or future contracts relating to Common Stock, and such suspension or
limitation occurs or exists at any time before 1:00 p.m. (New York City time)
on such day.


 


“Maturity Date” shall mean April 15, 2036.


 


“Mortgage” shall mean and include any
mortgage, pledge, lien, security interest, conditional sale or other title
retention agreement or other similar encumbrance.


 


“Non-Book-Entry Preferred Securities” shall
have the meaning set forth in Section 2.04(a)(ii).


 


“Officers” shall mean any of the Chairman of
the Board of Directors, the Chief Executive Officer, a President, a Vice President,
the Chief Financial Officer, the Comptroller or a Secretary of the Corporation.


 


7

















 


“Officers’ Certificate” shall mean a
certificate signed by two Officers and delivered to the Debenture Trustee.


 


“Opinion of Counsel” shall mean a written
opinion of counsel, who may be an employee of the Corporation, and who shall be
reasonably acceptable to the Debenture Trustee.


 


“Other Debentures” means all junior
subordinated debentures issued by the Corporation from time to time and sold to
trusts established or to be established by the Corporation (if any), in each
case similar to the Trust.


 


“Other Guarantees” means all guarantees to be
issued by the Corporation with respect to preferred securities (if any) and
issued to other trusts established or to be established by the Corporation (if
any), in each case similar to the Trust.


 


The term “outstanding” when used with reference
to the Securities, shall mean, subject to the provisions of Section 7.04, as of
any particular time, all Securities authenticated and delivered by the
Debenture Trustee or the Authenticating Agent under this Indenture, except


 


(a)           Securities
theretofore cancelled by the Debenture Trustee or the Authenticating Agent or
delivered to the Debenture Trustee for cancellation;


 


(b)           Securities,
or portions thereof, for the payment or redemption of which moneys in the
necessary amount shall have been deposited in trust with the Debenture Trustee
or with any paying agent (other than the Corporation) or shall have been set
aside and segregated in trust by the Corporation (if the Corporation shall act
as its own paying agent); provided that, if such Securities, or portions
thereof, are to be redeemed prior to maturity thereof, notice of such
redemption shall have been given as set forth in Article XIV or provision
satisfactory to the Debenture Trustee shall have been made for giving such
notice; and


 


(c)           Securities
in lieu of or in substitution for which other Securities shall have been
authenticated and delivered pursuant to the terms of Section 2.07 unless proof
satisfactory to the Corporation and the Debenture Trustee is presented that any
such Securities are held by bona fide holders in due course.


 


“Person” or “persons” shall mean any
individual, corporation, estate, partnership, joint venture, association,
joint-stock company, limited liability company, trust, unincorporated
organization or government or any agency or political subdivision thereof.


 


“Post-Distribution Price” shall have the
meaning set forth in Section 17.03(c)(ii).


 


“Predecessor Security” of any particular
Security means every previous Security evidencing all or a portion of the same
debt and as that evidenced by such particular Security; and, for the purposes
of this definition, any Security authenticated and delivered under Section 2.07
in lieu of a lost, destroyed or stolen security shall be deemed to evidence the
same debt as the lost, destroyed or stolen Security.


 


8

















 


“Preferred Securities” shall mean undivided
beneficial interests in the assets of the Trust which are designated as “Preferred
Securities” and rank pari passu with
the Common Securities issued by the Trust, subject to the terms of the
Declaration.


 


“Principal Office of the Debenture Trustee,”
or other similar term, shall mean the office of the Debenture Trustee, at which
at any particular time its corporate trust business shall be administered,
which office at the date of execution of this Indenture is located at 135
LaSalle Street, Suite 1151, Chicago, Illinois 60603, Attn: CDO Trust Services
Group - AMG Capital Trust I.


 


“Property Trustee” shall have the same
meaning as set forth in the Declaration.


 


“Purchase Agreement” shall mean the Purchase
Agreement, dated March 28, 2006, among the Corporation, the Trust and the
initial purchasers named therein.


 


“Purchased Shares” shall have the meaning set
forth in Section 17.03(e).


 


“Quarterly Period” shall have the meaning set
forth in Section 18.01.


 


“Redemption Date” or “redemption date” or “date
fixed for redemption,” when used with respect to any Security to be redeemed,
means the date fixed for such redemption pursuant to this Indenture.


 


“Redemption Price” shall mean an amount equal
to 100% of the principal amount of Securities to be redeemed plus accrued and
unpaid Interest (including Contingent Interest, if any) thereon to the date of
such redemption.


 


“Remaining Shares” shall have the meaning set
forth in Section 17 .01(c).


 


“Repurchase Date” has the meaning set forth
in Section 13.01.


 


“Repurchase Notice” shall have the meaning
set forth in Section 13.03.


 


“Repurchase Right” shall have the meaning
specified in Section 13.01.


 


“Required Cash Amount” shall have the meaning
set forth in Section 17.01(c).


 


“Responsible Officer” shall mean any officer in
the Principal Office of the Debenture Trustee with direct responsibility for
the administration of the Indenture and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.


 


“Restricted Securities” shall have the
meaning set forth in Section 2.06(b).


 


“Securities” or “Security” mean any debt
securities or debt security, as the case may be, authenticated and delivered
under this Indenture.


 


“Securities Act” shall mean the Securities
Act of 1933, as amended.


 


9

















 


“Securityholder”, “holder of Securities”, “Holder”
or other similar terms shall mean any Person in whose name at the time a
particular Security is registered on the Security Register kept by the
Corporation or the Debenture Trustee for that purpose in accordance with the
terms hereof.


 


“Security Market Price” shall have the
meaning set forth in Section 18.01.


 


“Security Register” shall mean (i) prior to a
Dissolution Event, the list of holders provided to the Debenture Trustee
pursuant to Section 4.01, and (ii) following a Dissolution Event, any security
register maintained by a security registrar for the Securities appointed by the
Corporation following the execution of a supplemental indenture providing for
transfer procedures as provided for in Section 2.06(a).


 


“Senior Indebtedness” shall mean the
principal of (and premium, if any), interest, if any, on and all other
obligations with respect to all Indebtedness, whether outstanding on the date
of execution of this Indenture or hereafter created, assumed or incurred,
except Indebtedness Ranking on a Parity with the Securities or Indebtedness
Ranking Junior to the Securities, and any deferrals, renewals, refinancings,
replacements or extensions of such Senior Indebtedness.


 


“Special Event” means either an Investment
Company Event or a Tax Event.


 


“Stock Price” shall have the meaning set
forth in Section 17.04(a).


 


“Subsidiary” shall mean with respect to any
Person, (i) any corporation at least a majority of the outstanding voting stock
of which is owned, directly or indirectly, by such Person or by one or more of
its Subsidiaries, or by such Person and one or more of its Subsidiaries, (ii)
any general partnership, joint venture or similar entity, at least a majority
of whose outstanding partnership or similar interests shall at the time be
owned by such Person, or by one or more of its Subsidiaries, or by such Person
and one or more of its Subsidiaries and (iii) any limited partnership of which
such Person or any of its Subsidiaries is a general partner. For the purposes
of this definition, “voting stock” means shares, interests, participations or
other equivalents in the equity interest (however designated) in such Person
having ordinary voting power for the election of a majority of the directors
(or the equivalent) of such Person, other than shares, interests,
participations or other equivalents having such power only by reason of the
occurrence of a contingency.


 


“Tax Event” shall mean the receipt by the
Corporation 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 Securities, (ii) interest payable by the
Corporation on the Securities is not, or within 90 days of the date of such
opinion will not be, deductible by the Corporation, in whole or in part,


 


10

















 


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.


 


“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.


 


“Tender Expiration Time” shall have the
meaning set forth in Section 17.03(e).


 


“Time of Determination” means the time and
date of the earlier of (i) the determination of stockholders entitled to
receive rights, warrants or options or a distribution, in each case, to which
Sections 17.03(b), (c) or (e) applies and (ii) the time (“Ex-Dividend Time”)
immediately prior to the commencement of “ex-dividend” trading for such rights,
warrants or options or distribution on the national or regional exchange or
market on which the Common Stock is then listed or quoted.


 


“Trading Day” means any day on which (i)
there is no Market Disruption Event and (ii) the principal national securities
exchange on which the Common Stock is listed or, if the Common Stock not so
listed, the Nasdaq National Market or, if the common stock is not so listed, admitted
for trading or quoted, any Business Day. A “Trading Day” only includes those
days that have a scheduled closing time of 4:00 p.m. (New York City time) or
the then standard closing time for regular trading on the relevant exchange or
trading system.


 


“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” shall mean the Trust Indenture Act of 1939 as in force at the
date of execution of this Indenture, except as provided in Section 9.03; provided, however, that, in the event the Trust Indenture
Act is amended after such date, “Trust Indenture Act” shall mean, to the extent
required by any such amendment, the Trust Indenture Act as so amended.


 


“Trust Securities” shall mean the Preferred
Securities and the Common Securities, collectively.


 


“Trust Securities Guarantee” shall mean any
guarantee that the Corporation may enter into with LaSalle Bank National
Association or other Persons that operates directly or indirectly for the
benefit of holders of Preferred Securities and the Common Securities, if any.


 


“U.S. Government Obligations” shall mean
securities that are (i) direct obligations of the United States of America for
the payment of which its full faith and credit is pledged or (ii) obligations
of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America, which, in either case under clauses (i) or (ii) are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such U.S.


 


11

















 


Government Obligation or a
specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
U.S. Government Obligation or the specific payment of interest on or principal
of the U.S. Government Obligation evidenced by such depository receipt.


 


“Volume Weighted Average Price” means
the price per share of the Common Stock on any Trading Day as displayed on
Bloomberg (or any successor service) page AMG <equity> VAP in respect of
the period from 9:30 a.m. to 4:00 p.m. (New York City time), on such Trading
Day; or, if such price is not available, the market value per share of the
Common Stock on such day as determined by a nationally recognized independent
investment banking firm retained for this purpose by the Corporation.


 


ARTICLE II

SECURITIES


 


SECTION 2.01.                      Forms
Generally.


 


The Securities and the Debenture Trustee’s
certificate of authentication shall be substantially in the form of Exhibit A,
the terms of which are incorporated in and made a part of this Indenture. The
Securities may have notations, legends or endorsements required by law, stock
exchange rule, agreements to which the Corporation is subject or usage. Each
Security shall be dated the date of its authentication. The Securities shall be
issued in denominations of $50 and integral multiples thereof.


 


SECTION 2.02.                      Execution
and Authentication.


 


One Officer shall sign the Securities for the
Corporation by manual or facsimile signature. If an Officer whose signature is
on a Security no longer holds that office at the time the Security is authenticated,
the Security shall nevertheless be valid.


 


A Security shall not be valid until
authenticated by the manual signature of the Debenture Trustee. The signature
of the Debenture Trustee shall be conclusive evidence that the Security has
been authenticated under this Indenture. The form of Debenture Trustee’s
certificate of authentication to be borne by the Securities shall be
substantially as set forth in Exhibit A hereto.


 


The Debenture Trustee shall, upon a
Corporation Order, authenticate for original issue up to, and the aggregate
principal amount of Securities outstanding at any time may not exceed, $300,000,000
aggregate principal amount of the Securities.


 


SECTION 2.03.                      Form
and Payment.


 


Except as provided in Section 2.04, the
Securities shall be issued in fully registered certificated form without
interest coupons. Principal of and Interest on the Securities issued in
certificated form will be payable, the transfer of such Securities will be
registrable and such Securities will be exchangeable for Securities bearing
identical terms and provisions at the office


 


12

















 


or agency of the Corporation
maintained for such purpose under Section 3.02; provided,
however, that payment of Interest with respect to Securities (other
than a Global Security) may be made at the option of the Corporation (i) by
check mailed to the holder at such address as shall appear in the Security
Register or (ii) by transfer to an account maintained by the Person entitled
thereto, provided that proper transfer instructions have been received in
writing by the relevant record date. Notwithstanding the foregoing, so long as
the holder of any Securities is the Property Trustee, the payment of the
principal of and Interest on such Securities held by the Property Trustee will
be made at such place and to such account as may be designated by the Property
Trustee.


 


SECTION 2.04.                      Global
Security.


 


(a)           In
connection with a Dissolution Event,


 


(i)            if any Preferred
Securities are held in book-entry form, a Like Amount of Definitive Securities
shall be presented to the Debenture Trustee (if an arrangement with the
Depositary has been maintained) by the Property Trustee in exchange for one or
more Global Securities (as may be required pursuant to Section 2.06), to be
registered in the name of the Depositary, or its nominee, and delivered by the
Debenture Trustee to the Depositary for crediting to the accounts of its
participants pursuant to the instructions of the Administrative Trustees; the Corporation
upon any such presentation shall execute one or more Global Securities in such
aggregate principal amount and deliver the same to the Debenture Trustee for
authentication and delivery in accordance with this Indenture; and payments on
the Securities issued as a Global Security will be made to the Depositary; and


 


(ii)           if any Preferred
Securities are held in certificated form, the related Definitive Securities may
be presented to the Debenture Trustee by the Property Trustee and any Preferred
Security certificate which represents Preferred Securities other than Preferred
Securities in book-entry form (“Non-Book-Entry Preferred Securities”) will be
deemed to represent beneficial interests in Securities presented to the
Debenture Trustee by the Property Trustee having an aggregate principal amount
equal to the aggregate liquidation amount of the Non-Book-Entry Preferred
Securities until such Preferred Security certificates are presented to the
security registrar for the Securities for transfer or reissuance, at which time
such Preferred Security certificates will be cancelled and a Security,
registered in the name of the holder of the Preferred Security certificate or
the transferee of the holder of such Preferred Security certificate, as the
case may be, with an aggregate principal amount equal to the aggregate
liquidation amount of the Preferred Security certificate cancelled, will be
executed by the Corporation and delivered to the Debenture Trustee for
authentication and delivery in accordance with this Indenture. Upon the
issuance of such Securities, Securities with an equivalent aggregate principal
amount that were presented by the Property Trustee to the Debenture Trustee
will be cancelled.


 


(b)           The
Global Securities shall represent the aggregate amount of outstanding
Securities from time to time endorsed thereon; provided, that the aggregate
amount of outstanding Securities represented thereby may from time to time be
reduced or increased, as


 


13

















 


appropriate, to reflect exchanges, conversions and redemptions. Any
endorsement of a Global Security to reflect the amount of any increase or
decrease in the amount of outstanding Securities represented thereby shall be
made by the Debenture Trustee, in accordance with instructions given by the
Corporation as required by this Section 2.04.


 


(c)           The
Global Securities may be transferred, in whole but not in part, only to the
Depositary, another nominee of the Depositary, or to a successor Depositary
selected or approved by the Corporation or to a nominee of such successor
Depositary.


 


(d)           If
at any time the Depositary notifies the Corporation that it is unwilling or
unable to continue as Depositary or the Depositary has ceased to be a clearing
agency registered under the Exchange Act, and a successor Depositary is not
appointed by the Corporation within 90 days after the Corporation receives such
notice or becomes aware of such condition, as the case may be, the Corporation
will execute, and the Debenture Trustee, upon receipt of a Corporation Order,
will authenticate and make available for delivery the Definitive Securities, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security, in exchange for such Global Security.
If there is an Event of Default, the Depositary shall have the right to
exchange the Global Securities for Definitive Securities. In addition, the
Corporation may at any time determine that the Securities shall no longer be
represented by a Global Security. In the event of such an Event of Default or
such a determination, the Corporation shall execute, and subject to Section
2.07, the Debenture Trustee, upon receipt of an Officers’ Certificate
evidencing such determination by the Corporation and a Corporation Order, will
authenticate and make available for delivery the Definitive Securities, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security in exchange for such Global Security.
Upon the exchange of the Global Security for such Definitive Securities, in
authorized denominations, the Global Security shall be cancelled by the
Debenture Trustee. Such Definitive Securities issued in exchange for the Global
Security shall be registered in such names and in such authorized denominations
as the Depositary, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Debenture Trustee. The Debenture
Trustee shall deliver such Definitive Securities to the Depositary for delivery
to the Persons in whose names such Definitive Securities are so registered.


 


SECTION 2.05.                      Interest.


 


(a)           Each
Security will bear interest at the rate of 5.10% per annum (the “Coupon Rate”)
from the most recent date to which interest has been paid or duly provided for
or, if no interest has been paid or duly provided for, from April 3, 2006,
until the principal thereof becomes due and payable, and at the Coupon Rate on
any overdue principal and on any overdue installment of Interest (to the extent
that payment of such interest is enforceable under applicable law), compounded
quarterly, payable (subject to the provisions of Article XVI) quarterly in
arrears on January 15, April 15, July 15 and October 15 of each year (each, an “Interest
Payment Date”) commencing on July 15, 2006, to the Person in whose name such
Security or any Predecessor Security is registered, as of 5:00 p.m., New York
City time on the regular record date for such interest installment, which shall
be the first day of the month, whether or not a Business Day, in which the
relevant Interest Payment Date occurs.


 


14

















 


(b)           Interest
will be computed on the basis of a 360-day year consisting of twelve 30-day
months. In the event that any Interest Payment Date falls on a day that is not
a Business Day, then payment of Interest payable on such date will be made on
the next succeeding day which is a Business Day (and without any Interest or
other payment in respect of any such delay), except that if such next
succeeding Business Day falls in the next succeeding calendar year, then 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.


 


(c)           If
at any time the Trust is required to pay any taxes, duties, assessments or
governmental charges of whatever nature, other than withholding taxes, imposed
by the United States, or any other taxing authority, then the Corporation will
be required to pay additional amounts on the Securities. The additional amounts
will be sufficient so that the net amounts received and retained by the Trust
after paying any such taxes, duties, assessments or other governmental charges
will be not less than the amounts the Trust would have received had no such
taxes, duties, assessments or other governmental charges been imposed. The
intention of this clause is that the Trust will be in the same position it
would have been if it did not have to pay such taxes, duties, assessments or
other charges. The amounts payable pursuant to this paragraph are referred to
as “Additional Sums.”


 


(d)           Contingent
Interest, if any, shall be calculated and paid in accordance with the
provisions of Article XVIII hereof.


 


SECTION 2.06.                      Transfer
and Exchange.


 


(a)           To
permit registrations of transfers, the Corporation shall execute and the
Debenture Trustee shall authenticate Definitive Securities and Global
Securities at the request of the security registrar for the Securities. All
Definitive Securities and Global Securities issued upon any registration of
transfer or exchange of Definitive Securities or Global Securities shall be the
valid obligations of the Corporation, evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Definitive Securities or Global
Securities surrendered upon such registration of transfer or exchange.


 


No service charge shall be made to a holder
for any registration of transfer or exchange, but the Corporation may require
payment of a sum sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith.


 


The Corporation shall not be required to (i)
issue, register the transfer of or exchange 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 Securities for redemption
under Article XIV hereof 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.


 


Prior to due presentment for the registration
of a transfer of any Security, the Debenture Trustee, the Corporation and any
agent of the Debenture Trustee or the Corporation may deem and treat the Person
in whose name any Security is registered as the absolute owner of such Security
for the purpose of receiving payment of principal of and Interest on such Securities,
and


 


15

















 


none of the Debenture Trustee,
the Corporation and any agents of the Debenture Trustee or the Corporation
shall be affected by notice to the contrary.


 


(b)           Every
Security that bears or is required under this Section 2.06(b) to bear the
legend set forth in this Section 2.06(b) (together with any Common Stock issued
upon conversion of the Securities and required to bear the legend set forth in
Section 2.06(c), collectively, the “Restricted Securities”) or Section 2.06(c),
as the case may be, shall be subject to the restrictions on transfer set forth
in this Section 2.06(b) or Section 2.06(c), as the case may be, (including
those set forth in the legends set forth below) unless such restrictions on
transfer shall be waived by written consent of the Corporation, and the Holder
of each such Restricted Security, by such Holder’s acceptance thereof, agrees
to be bound by all such restrictions on transfer. As used in Sections 2.06(b)
and 2.06(c), the term “transfer” encompasses any sale, pledge, transfer or
other disposition whatsoever of any Restricted Security.


 


Until the expiration of the holding period
applicable to sales thereof under Rule 144(k) under the Securities Act (or any
successor provision) and provided that the holder has not been an Affiliate of
the Corporation at any time during the three-month period preceding such date,
any certificate evidencing such Security and all Securities issued in exchange
therefor or substitution thereof (other than Common Stock, if any, issued upon
conversion thereof, which shall bear the legend set forth in Section 2.06(c),
if applicable) shall bear a legend in substantially the following form, unless
such Security has been sold pursuant to a registration statement that has been
declared effective under the Securities Act (and which continues to be
effective at the time of such transfer), or unless otherwise agreed by the
Corporation in writing, with written notice thereof to the Trustee:


 


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 UNDERLYING 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


 


16

















 


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 DEBENTURE 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 DEBENTURE 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.


 


(c)           Until
the expiration of the holding period applicable to sales thereof under Rule
144(k) under the Securities Act (or any successor provision), any stock
certificate representing Common Stock issued upon conversion of such Security
shall bear a legend in substantially the following form, unless such Common
Stock has been sold pursuant to a registration statement that has been declared
effective under the Securities Act (and which continues to be effective at the
time of such transfer) or such Common Stock has been issued upon conversion of
Securities that have been transferred pursuant to a registration statement that
has been declared effective under the Securities Act, or unless otherwise
agreed by the Corporation in writing with written notice thereof to the
transfer agent:


 


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


 


17

















 


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 TRANSFER AGENT’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 TRANSFER AGENT. 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.


 


(d)           The
Debenture Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among Depositary
participants or beneficial owners of interests in any Global 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 Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof. The
Debenture Trustee shall have no responsibility for the actions or omissions of
the Depositary, or the accuracy of the books and records of the Depositary.


 


SECTION 2.07.                      Replacement
Securities.


 


If any mutilated Security is surrendered to
the Debenture Trustee, or the Corporation and the Debenture Trustee receive
evidence to their satisfaction of the destruction, loss or theft of any
Security, the Corporation shall issue and the Debenture Trustee shall
authenticate a replacement Security if the Debenture Trustee’s and the
Corporation’s requirements, as the case may be, for replacements of Securities
are met. An indemnity bond must be supplied by the holder that is sufficient in
the judgment of the Debenture Trustee and the Corporation to protect the Corporation,
the Debenture Trustee, any agent thereof or any authenticating agent from any
loss that any of them may suffer if a Security is replaced. The Corporation or
the Debenture Trustee may charge for its expenses in replacing a Security.


 


18

















 


Every replacement Security is an obligation
of the Corporation and shall be entitled to all of the benefits of this
Indenture equally and proportionately with all other Securities duly issued
hereunder.


 


SECTION 2.08.                      Temporary
Securities.


 


Pending the preparation of Definitive
Securities, the Corporation may execute, and upon receipt of a Corporation
Order the Debenture Trustee shall authenticate and make available for delivery,
temporary Securities that are printed, lithographed, typewritten, mimeographed
or otherwise reproduced, in any authorized denomination, substantially of the
tenor of the Definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as conclusively evidenced
by their execution of such Securities.


 


If temporary Securities are issued, the
Corporation shall cause Definitive Securities to be prepared without
unreasonable delay. The Definitive Securities shall be printed, lithographed or
engraved, or provided by any combination thereof, or in any other manner
permitted by the rules and regulations of any applicable securities exchange,
all as determined by the officers executing such Definitive Securities. After
the preparation of Definitive Securities, the temporary Securities shall be
exchangeable for Definitive Securities upon surrender of the temporary
Securities at the office or agency maintained by the Corporation for such
purpose pursuant to Section 3.02 hereof, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities, the
Corporation shall execute, and the Debenture Trustee, upon receipt of a
Corporation Order, shall authenticate and make available for delivery, in
exchange therefor the same aggregate principal amount of Definitive Securities
of authorized denominations. Until so exchanged, the temporary Securities shall
in all respects be entitled to the same benefits under this Indenture as
Definitive Securities.


 


SECTION 2.09.                      Cancellation.


 


The Corporation at any time may deliver
Securities to the Debenture Trustee for cancellation. The Debenture Trustee and
no one else shall cancel all Securities surrendered for registration of
transfer, exchange, payment, replacement, conversion or cancellation and shall
retain or destroy cancelled Securities in accordance with its normal practices
(subject to the record retention requirement of the Exchange Act) unless the
Corporation directs them to be returned to it. The Corporation may not issue
new Securities to replace Securities that have been redeemed, converted or paid
(except to evidence any portion that has not been redeemed, converted or paid)
or that have been delivered to the Debenture Trustee for cancellation.


 


SECTION 2.10.                      Defaulted
Interest.


 


Any Interest, or Contingent Interest, if any,
on any Security that is payable, but is not punctually paid or duly provided
for, on any Interest Payment Date or Contingent Interest Payment Date, as
applicable (herein called “Defaulted Interest”), shall forthwith cease to be
payable to the holder on the relevant regular record date by virtue of having
been such holder; and such Defaulted Interest shall be paid by the Corporation,
at its election, as provided in clause (a) or clause (b) below:


 


19






 













 


(a)           The
Corporation may make payment of any Defaulted Interest on Securities to the
Persons in whose names such Securities (or their respective Predecessor
Securities) are registered at the close of business on a special record date
for the payment of such Defaulted Interest, which shall be fixed in the
following manner: the Corporation shall notify the Debenture Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each such Security
and the date of the proposed payment (which date shall be sufficiently in
advance of such notice to permit the Debenture Trustee time to take the actions
contemplated by this Section 2.10), and at the same time the Corporation shall
deposit with the Debenture Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Debenture Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
clause provided. Thereupon the Debenture Trustee shall fix a special record
date for the payment of such Defaulted Interest which shall not be more than 15
nor less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Debenture Trustee of the notice of the
proposed payment. The Debenture Trustee shall promptly notify the Corporation
of such special record date and, in the name and at the expense of the
Corporation, shall cause notice of the proposed payment of such Defaulted
Interest and the special record date therefor to be mailed, first class postage
prepaid, to each Securityholder at his or her address as it appears in the
Security Register, not less than 10 days prior to such special record date.
Notice of the proposed payment of such Defaulted Interest and the special
record date therefor having been mailed as aforesaid, such Defaulted Interest
shall be paid to the Persons in whose names such Securities (or their
respective Predecessor Securities) are registered on such special record date
and shall be no longer payable pursuant to the following clause (b).


 


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


 


SECTION 2.11.                      CUSIP
Numbers.


 


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


 


SECTION 2.12.                      Tax
Treatment.


 


(a)           Each
Holder or beneficial owner of a Security (including the Trust), by its
acquisition of a Security, hereby agrees:


 


20

















 


(i)            to
treat the Securities for United States federal and state income tax purposes as
indebtedness of the Corporation that is subject to the Treasury Regulations
governing contingent payment debt instruments (the “CPDI Regulations”);


 


(ii)           to
accrue in gross income such Holder’s or beneficial owner’s pro rata share of
the interest income accruing on the Securities (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) determined by the Corporation; and


 


(iii)          to
treat such comparable yield and projected payment schedule as “reasonable” for
the purposes of the CPDI Regulations.


 


(b)           The
Corporation hereby agrees (i) to treat the Securities for United States federal
and state income tax purposes as indebtedness of the Corporation that is
subject to the CPDI Regulations and (ii) to treat the comparable yield and
projected payment schedule as “reasonable” for the purposes of the CPDI
Regulations.


 


ARTICLE III

PARTICULAR COVENANTS OF THE CORPORATION


 


SECTION 3.01.                      Payment
of Principal and Interest.


 


The Corporation covenants and agrees for the
benefit of the holders of the Securities that it will duly and punctually pay
or cause to be paid the principal of and Interest on the Securities at the
place, at the respective times and in the manner provided herein. Except as
provided in Section 2.03, each installment of Interest on the Securities may be
paid by mailing checks for such Interest payable to the order of the holders of
Securities entitled thereto as they appear in the Security Register. The
Corporation further covenants to pay any and all amounts, including, without
limitation, Additional Sums, as may be required pursuant to Section 2.05(c),
Liquidated Damages, as may be required pursuant to the Registration Rights
Agreement, Compounded Interest, as may be required pursuant to Section 16.01,
and Contingent Interest, as may be required pursuant to Section 18.01.


 


SECTION 3.02.                      Offices
for Notices and Payments, Etc.


 


So long as any of the Securities remain
outstanding, the Corporation will maintain an office or agency where the
Securities may be presented for payment, an office or agency where the
Securities may be presented for registration of transfer and for exchange as in
this Indenture provided and an office or agency where notices and demands to or
upon the Corporation in respect of the Securities or of this Indenture may be
served. The Corporation will give to the Debenture Trustee written notice of
the location of any such office or agency and of any change of location thereof.
Until otherwise designated from time to time by the Corporation in a notice to
the Debenture Trustee, any such office or agency for all of the above purposes
shall be the


 


21

















 


Principal Office of the Debenture
Trustee. In case the Corporation shall fail to maintain any such office or
agency, or shall fail to give such notice of the location or of any change in
the location thereof, presentations and demands may be made and notices may be
served at the Principal Office of the Debenture Trustee.


 


In addition to any such office or agency, the
Corporation may from time to time designate one or more offices or agencies where
the Securities may be presented for payment, registration of transfer and for
exchange in the manner provided in this Indenture, and the Corporation may from
time to time rescind such designation, as the Corporation may deem desirable or
expedient. The Corporation will give to the Debenture Trustee prompt written
notice of any such designation or rescission thereof.


 


SECTION 3.03.                      Appointments
to Fill Vacancies in Debenture Trustee’s Office.


 


The Corporation, whenever necessary to avoid
or fill a vacancy in the office of Debenture Trustee, will appoint, in the
manner provided in Section 6.10, a Debenture Trustee, so that there shall at
all times be a Debenture Trustee hereunder.


 


SECTION 3.04.                      Provision
as to Paying Agent.


 


(a)           If
the Corporation shall appoint a paying agent other than the Debenture Trustee
with respect to the Securities, it will cause such paying agent to execute and
deliver to the Debenture Trustee an instrument in which such agent shall agree
with the Debenture Trustee, subject to the provision of this Section 3.04,


 


(i)            that it will hold all
sums held by it as such agent for the payment of the principal of or Interest
on the Securities (whether such sums have been paid to it by the Corporation or
by any other obligor on the Securities) in trust for the benefit of the holders
of the Securities; and


 


(ii)           that it will give the
Debenture Trustee notice of any failure by the Corporation (or by any other
obligor on the Securities) to make any payment of the principal of or Interest
on the Securities when the same shall be due and payable.


 


(b)           If
the Corporation shall act as its own paying agent, it will, on or before each
due date of the principal of or Interest on the Securities, set aside,
segregate and hold in trust for the benefit of the holders of the Securities a
sum sufficient to pay such principal or Interest so becoming due and will
notify the Debenture Trustee of any failure to take such action and of any
failure by the Corporation (or by any other obligor under the Securities) to
make any payment of the principal of or Interest on the Securities when the
same shall become due and payable.


 


(c)           Anything
in this Section 3.04 to the contrary notwithstanding, the Corporation may, at
any time, for the purpose of obtaining a satisfaction and discharge with
respect to the Securities hereunder, or for any other reason, pay or cause to
be paid to the Debenture Trustee all sums held in trust for such Securities by
the Debenture Trustee or any paying agent hereunder, as required by this
Section 3.04, such sums to be held by the Debenture Trustee upon the trusts
herein contained.


 


22

















 


(d)           Anything
in this Section 3.04 to the contrary notwithstanding, the agreement to hold
sums in trust as provided in this Section 3.04 is subject to Sections 11.03 and
11.04.


 


SECTION 3.05.                      Certificate
to Debenture Trustee.


 


The Corporation will deliver to the Debenture
Trustee on or before 120 days after the end of each fiscal year of the
Corporation, commencing with the first fiscal year ending after the date
hereof, so long as Securities are outstanding hereunder, an Officers’
Certificate, one of the signers of which shall be the principal executive,
principal financial or principal accounting officer of the Corporation, stating
that in the course of the performance by the signers of their duties as officers
of the Corporation they would normally have knowledge of any Default by the
Corporation in the performance of any covenants contained herein, stating
whether or not they have knowledge of any such Default and, if so, specifying
each such Default of which the signers have knowledge and the nature thereof.
For purposes of this Section 3.05, Default shall be determined without regard
to any period of grace or requirement of notice provided for herein.


 


SECTION 3.06.                      Compliance
with Consolidation Provisions.


 


The Corporation will not, while any of the
Securities remain outstanding, consolidate with or merge into any other Person
or convey, transfer or lease all or substantially all of its properties to any
Person, and no Person may consolidate with or merge into the Corporation or
convey, transfer or lease all or substantially all of its properties to the
Corporation, unless the provisions of Article X are complied with.


 


SECTION 3.07.                      Limitation
on Dividends.


 


The Corporation will not, and will not permit
any of its Subsidiaries to, (i) declare or pay any dividends or distributions
on, or redeem, purchase, acquire, or make a liquidation payment with respect
to, any of the Corporation’s capital stock, (ii) make any payment of principal,
interest or premium, if any, on or repay, repurchase or redeem any debt
securities of the Corporation (including Other Debentures) that rank pari passu with or junior in right of payment to the
Securities or (iii) make any guarantee payments with respect to any guarantee
by the Corporation of the debt securities of any Subsidiary of the Corporation
(including Other Guarantees) if such guarantee ranks pari passu
with or junior in right of payment to the Securities, if at such time (1) an
event has occurred that with the giving of notice or the lapse of time, or
both, would constitute an Event of Default and the Corporation has not taken
reasonable steps to cure the event, (2) the Corporation shall be in default
with respect to its payment obligations under the Trust Securities Guarantee or
(3) the Corporation shall have given notice of its election of the exercise of
its right to extend the interest payment period pursuant to Section 16.01 and
has not rescinded the notice, or any such extension shall be continuing.  The restrictions set forth in the preceding
sentence shall not, however, apply to any of the following: (a) a payment of dividends
or distributions in shares of, or options, warrants or rights to subscribe for
or purchase shares of Common Stock, (b) any declaration of a dividend in
connection with the implementation of, a shareholder’s rights plan, or the
issuance of stock under any such plan in the future, or the redemption or
repurchase of any such rights pursuant thereto, (c) payments under the Trust
Securities Guarantee, (d) a reclassification of the Corporation’s capital


 


23

















 


stock or the exchange or
conversion of one class or series of the Corporation’s capital stock for
another class or series of the Corporation’s capital stock, (e) the purchase of
fractional interests in shares of the Corporation’s capital stock pursuant to
the conversion or exchange provisions of such capital stock or the security being
converted or exchanged and (f) purchases of Common Stock pursuant to any of the
Corporation’s employee, director or agent benefit plans, dividend reinvestment
plans, stock purchase plans or any other contractual obligation of the
Corporation other than a contractual obligation ranking equally with or junior
to the Securities.


 


SECTION 3.08.                      Covenants
as to AMG Capital Trust I.


 


In the event Securities are issued to the
Trust or a trustee of such trust in connection with the issuance of Trust
Securities by the Trust, for so long as such Trust Securities remain
outstanding, the Corporation: (a) will maintain 100% direct or indirect
ownership of the Common Securities of the Trust; provided,
however, that any successor of the Corporation, permitted pursuant
to Article X, may succeed to the Corporation’s ownership of such Common
Securities, (b) will use commercially reasonable efforts to cause the Trust to
remain a statutory trust, except in connection with a distribution of
Securities to the holders of Trust Securities in liquidation of the Trust; (c)
will not voluntarily terminate, wind-up or liquidate the Trust, except in
connection with (i) a distribution of the Securities to the holders of the
Preferred Securities in liquidation of the Trust, (ii) the redemption of all of
the Preferred Securities and Common Securities issued by the Trust, (iii) in
connection with mergers, consolidations or amalgamations, in each case as
permitted by the Declaration; (d) will use its reasonable efforts, consistent
with the terms and provisions of the 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; and (e) will use its reasonable
efforts to ensure that the Trust will not be an “investment company” for
purposes of the Investment Company Act.


 


SECTION 3.09.                      Payment
of Expenses.


 


The Corporation, in its capacity as borrower
with respect to the Securities, shall:


 


(a)           pay
all costs and expenses relating to the offering, sale and issuance of the
Securities and the Trust Securities, including commissions to the initial
purchasers payable pursuant to the Purchase Agreement and compensation of the
Debenture Trustee in accordance with the provisions of Section 6.06;


 


(b)           pay
all costs and expenses of the Trust (including, but not limited to, costs and
expenses relating to the organization of the Trust, the offering, sale and
issuance of the Trust Securities (including commissions to the initial
purchasers in connection therewith), the fees and expenses of the Property
Trustee, the Delaware Trustee and the Administrative Trustees, the costs and
expenses relating to the operation of the Trust, including, without limitation,
costs and expenses of accountants, attorneys, statistical or bookkeeping
services, expenses for printing and engraving and computing or accounting
equipment, paying agent(s), registrar(s), transfer agent(s), duplicating,
travel and telephone and other telecommunications expenses and costs and
expenses incurred in connection with the acquisition, financing, and disposition
of assets of the Trust;


 


24

















 


(c)           be
primarily and fully liable for any indemnification obligations arising with
respect to the Declaration;


 


(d)           pay
any and all taxes duties, assessments and other governmental charges imposed on
the Trust by the United States or any other taxing authority and all
liabilities, costs and expenses with respect to such taxes of the Trust; and


 


(e)           pay
all other fees, expenses, debts and obligations (other than in respect of the Trust
Securities) related to the Trust.


 


(f)            The
Corporation acknowledges that any holder of Preferred Securities may enforce
the obligations of the Corporation created under this Section 3.09 pursuant to
a Direct Action by such holder against the Corporation and the Corporation
hereby waives any right or remedy that it has or may have to require that a
holder of the Preferred Securities take action against the Trust or any other
person before proceeding against the Corporation and the Corporation hereby agrees
to execute such additional agreements as may be necessary to give full effect
to the agreement described in this sentence.


 


SECTION 3.10.                      Payment
Upon Resignation or Removal.


 


Upon termination of this Indenture or the
removal or resignation of the Debenture Trustee, unless otherwise stated, the
Corporation shall pay to the Debenture Trustee all amounts accrued and owing to
the Debenture Trustee to the date of such termination, removal or resignation.
Upon termination of the Declaration or the removal or resignation of the
Delaware Trustee, the Property Trustee or the Institutional Administrative
Trustee, as the case may be, pursuant to Section 3.06 or 5.07 of the
Declaration, the Corporation shall pay to the Delaware Trustee, the Property
Trustee or the Institutional Administrative Trustee, as the case may be, all
amounts accrued and owing to such Person to the date of such termination,
removal or resignation.


 


ARTICLE IV

SECURITYHOLDERS’ LISTS AND REPORTS BY THE

CORPORATION AND THE DEBENTURE TRUSTEE


 


SECTION 4.01.                      Securityholders’
Lists.


 


The Corporation covenants and agrees that it
will furnish or cause to be furnished to the Debenture Trustee:


 


(a)           on
each regular record date for the Securities, a list, in such form as the
Debenture Trustee may reasonably require, of the names and addresses of the
Securityholders as of such record date; and


 


(b)           at
such other times as the Debenture Trustee may request in writing, within 30
days after the receipt by the Corporation, of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished, except that, no such lists need be furnished so long as
the Debenture Trustee is in possession thereof by reason of its acting as
security registrar for the Securities.


 


25

















 


SECTION 4.02.                      Preservation
and Disclosure of Lists.


 


(a)           The
Debenture Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
the Securities (1) contained in the most recent list furnished to it as
provided in Section 4.01 or (2) received by it in the capacity of Securities
registrar (if so acting) hereunder. The Debenture Trustee may destroy any list
furnished to it as provided in Section 4.01 upon receipt of a new list so
furnished.


 


(b)           In
case three or more holders of Securities (hereinafter referred to as “applicants”)
apply in writing to the Debenture Trustee and furnish to the Debenture Trustee
reasonable proof that each such applicant has owned a Security for a period of
at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other holders
of Securities or with holders of all Securities with respect to their rights
under this Indenture and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Debenture
Trustee shall within 5 Business Days after the receipt of such application, at
its election, either:


 


(i)            afford such applicants
access to the information preserved at the time by the Debenture Trustee in
accordance with the provisions of Section 4.02(a), or


 


(ii)           inform such applicants
as to the approximate number of holders of all Securities, whose names and
addresses appear in the information preserved at the time by the Debenture
Trustee in accordance with the provisions of Section 4.02(a), and as to the
approximate cost of mailing to such Securityholders the form of proxy or other
communication, if any, specified in such application.


 


If the Debenture Trustee shall elect not to
afford such applicants access to such information, the Debenture Trustee shall,
upon the written request of such applicants, mail to each Securityholder whose
name and address appear in the information preserved at the time by the
Debenture Trustee in accordance with the provisions of Section 4.02(a) a copy
of the form of proxy or other communication which is specified in such request
with reasonable promptness after a tender to the Debenture Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five Business Days after such
tender, the Debenture Trustee shall mail to such applicants and file with the
Commission, together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Debenture Trustee, such
mailing would be contrary to the best interests of the holders of Securities of
such series or all Securities, as the case may be, or would be in violation of
applicable law. Such written statement shall specify the basis of such opinion.
If the Commission, after opportunity for a hearing upon the objections
specified in the written statement so filed, shall enter an order refusing to
sustain any of such objections or if, after the entry of an order sustaining
one or more of such objections, the Commission shall find, after notice and
opportunity for hearing, that all the objections so sustained have been met and
shall enter an order so declaring, the Debenture Trustee shall mail copies of
such material to all such Securityholders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Debenture
Trustee shall be relieved of any obligation or duty to such applicants
respecting their application.


 


26

















 


(c)           Each
and every holder of Securities, by receiving and holding the same, agrees with
the Corporation and the Debenture Trustee that neither the Corporation nor the
Debenture Trustee nor any paying agent shall be held accountable by reason of
the disclosure of any such information as to the names and addresses of the
holders of Securities in accordance with the provisions of Section 4.02(b),
regardless of the source from which such information was derived, and that the
Debenture Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under Section 4.02(b).


 


SECTION 4.03.                      Reports
by the Corporation.


 


(a)           The
Corporation covenants and agrees to file with the Debenture Trustee, within 15
days after the date on which the Corporation is required to file the same with
the Commission, copies of the annual reports and of the information, documents
and other reports (or copies of such portions of any of the foregoing as said
Commission may from time to time by rules and regulations prescribe) which the
Corporation may be required to file with the Commission pursuant to Section 13
or Section 15(d) of the Exchange Act; or, if the Corporation is not required to
file information, documents or reports pursuant to either of such sections,
then to provide to the Debenture Trustee, such of the supplementary and periodic
information, documents and reports which would have been required pursuant to
Section 13 of the Exchange Act in respect of a security listed and registered
on a national securities exchange as may be prescribed from time to time in
such rules and regulations.


 


(b)           The
Corporation covenants and agrees to file with the Debenture Trustee and the
Commission, in accordance with the rules and regulations prescribed from time
to time by said Commission, such additional information, documents and reports
with respect to compliance by the Corporation with the conditions and covenants
provided for in this Indenture as may be required from time to time by such
rules and regulations.


 


(c)           The
Corporation covenants and agrees to transmit by mail to all holders of Securities,
as the names and addresses of such holders appear upon the Security Register,
within 30 days after the filing thereof with the Debenture Trustee, such
summaries of any information, documents and reports required to be filed by the
Corporation pursuant to Sections 4.03(a) and 4.03(b) as may be required by
rules and regulations prescribed from time to time by the Commission.


 


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


 


SECTION 4.04.                      Reports
by the Debenture Trustee.


 


(a)           The
Debenture Trustee shall transmit to Securityholders such reports concerning the
Debenture Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the
Debenture Trustee shall, within sixty days after


 


27

















 


January 1 of each year following the date of this Indenture, commencing
January 1, 2006, deliver to Securityholders a brief report, which complies with
the provisions of such Section 313(a).


 


(b)           A
copy of each such report shall, at the time of such transmission to
Securityholders, be filed by the Debenture Trustee with each stock exchange, if
any, upon which the Securities are listed, with the Commission and with the
Corporation. The Corporation will promptly notify the Debenture Trustee when
the Securities are listed on any stock exchange.


 


ARTICLE V

REMEDIES OF THE DEBENTURE TRUSTEE AND SECURITYHOLDERS

ON EVENT OF DEFAULT


 


SECTION 5.01.                      Events
of Default.


 


One or more of the following events of
default shall constitute an Event of Default hereunder (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):


 


(a)           default
in the payment of any Interest (including Contingent Interest, if any) on the
Securities, whether or not such payment is prohibited by the subordination
provisions of Article XV, or any Other Debentures when due, and continuance of
such default for a period of 30 days; provided, however,
that a valid extension of an interest payment period by the Corporation in
accordance with the terms hereof shall not constitute a default in the payment
of Interest for this purpose; or


 


(b)           default
in the payment of any principal of the Securities (whether or not such payment
is prohibited by the subordination provisions of Article XV) or any Other
Debentures when due whether at maturity, upon redemption, by declaration of
acceleration of maturity or otherwise; or


 


(c)           failure
by the Corporation to satisfy its conversion obligations in accordance with the
provisions of Article XVII upon exercise of a holder’s conversion right; or


 


(d)           default
in the performance, or breach, of any covenant of the Corporation in this
Indenture (other than a covenant a default in whose performance or whose breach
is elsewhere in this Section specifically dealt with), and continuance of such
default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Corporation by the Debenture Trustee or to
the Corporation and the Debenture Trustee by the holders of at least 25% in
aggregate principal amount of the outstanding Securities a written notice specifying
such default or breach and requiring it to be remedied and stating that such
notice is a “Notice of Default” hereunder; or


 


(e)           a
court having jurisdiction in the premises shall enter a decree or order for
relief in respect of the Corporation in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Corporation or for any substantial part


 


28

















 


of its property, or ordering the winding-up or liquidation of its
affairs and such decree or order shall remain unstayed and in effect for a
period of 90 consecutive days; or


 


(f)            the
Corporation shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, shall consent to
the entry of an order for relief in an involuntary case under any such law, or
shall consent to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) of the Corporation or of any substantial part of its property, or
shall make any general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due; or


 


(g)           the
voluntary or involuntary dissolution, winding-up or termination of the Trust,
except in connection with (i) the distribution of the Securities to the holders
of the Trust Securities in liquidation of the Trust, (ii) the redemption or
conversion of all outstanding Trust Securities of the Trust and (iii) mergers,
consolidations or amalgamations in accordance with the terms and conditions set
forth in Section 3.15 of the Declaration.


 


If an Event of Default with respect to
Securities at the time outstanding occurs and is continuing, then in every such
case the Debenture Trustee or the holders of not less than 25% in aggregate
principal amount of the Securities then outstanding may declare the principal
amount of all Securities and all accrued and unpaid Interest (including
Contingent Interest) thereon to be due and payable immediately, by a notice in
writing to the Corporation (and to the Debenture Trustee if given by the
holders of the outstanding Securities), and upon any such declaration the same
shall become immediately due and payable. If the Debenture Trustee or the
holders of Securities do not make such a declaration, the holders of at least
25% in aggregate liquidation amount of the Preferred Securities will have such
right.


 


The foregoing provisions, however, are
subject to the condition that if, at any time after the principal of the
Securities shall have been so declared due and payable, and before any judgment
or decree for the payment of the moneys due shall have been obtained or entered
as hereinafter provided, (i) the Corporation shall pay or shall deposit with
the Debenture Trustee a sum sufficient to pay (A) all matured installments of
Interest (including Contingent Interest) upon all the Securities and the
principal of any and all Securities that shall have become due other than by
acceleration (with interest upon such principal and, to the extent that payment
of such interest is enforceable under applicable law, on overdue installments
of Interest (including Contingent Interest), at the Coupon Rate to the date of
such payment or deposit) and (B) such amount as shall be sufficient to cover
compensation due to the Debenture Trustee and each predecessor Debenture
Trustee, their respective agents, attorneys and counsel, pursuant to Section
6.06, and (ii) any and all Events of Default under the Indenture, other than
the non-payment of the principal of the Securities which shall have become due
solely by such declaration of acceleration, shall have been cured, waived or
otherwise remedied as provided herein, then, in every such case, the holders of
a majority in aggregate principal amount of the Securities then outstanding, by
written notice to the Corporation and to the Debenture Trustee, may rescind and
annul such declaration and its consequences, but no such waiver or rescission
and annulment shall extend to or shall affect any subsequent Default or shall
impair any right consequent thereon. If the Holders of the Securities fail to
annul such declaration and waive such


 


29

















 


Default, the holders of a
majority in aggregate liquidation amount of the Preferred Securities shall have
such right.


 


In case the Debenture Trustee shall have
proceeded to enforce any right under this Indenture and such proceedings shall
have been discontinued or abandoned because of such rescission or annulment or
for any other reason or shall have been determined adversely to the Debenture
Trustee, then and in every such case the Corporation, the Debenture Trustee and
the holders of the Securities shall be restored respectively to their several
positions and rights hereunder, and all rights, remedies and powers of the
Corporation, the Debenture Trustee and the holders of the Securities shall
continue as though no such proceeding had been taken.


 


SECTION 5.02.                      Payment
of Securities on Default; Suit Therefor.


 


The Corporation covenants that (a) in case
Default shall be made in the payment of any installment of Interest (including
Contingent Interest, if any) upon any of the Securities as and when the same
shall become due and payable, and such Default shall have continued for a
period of 30 days, or (b) in case Default shall be made in the payment of the
principal on any of the Securities as and when the same shall have become due
and payable, whether at maturity of the Securities or upon redemption or by
declaration or otherwise, then, upon demand of the Debenture Trustee, the
Corporation will pay to the Debenture Trustee, for the benefit of the holders
of the Securities, the whole amount that then shall have become due and payable
on all such Securities for principal or Interest (including Contingent
Interest, if any) or both, as the case may be, with interest upon the overdue principal
(to the extent that payment of such interest is enforceable under applicable
law and, if the Securities are held by the Trust or a trustee of such trust,
without duplication of any other amounts paid by the Trust or a trustee in
respect thereof) and upon the overdue installments of Interest (including
Contingent Interest, if any) at the rate borne by the Securities; and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including reasonable compensation to the Debenture
Trustee, its agents, attorneys and counsel, and any other amount due to the
Debenture Trustee pursuant to Section 6.06.


 


In case the Corporation shall fail forthwith
to pay such amounts upon such demand, the Debenture Trustee, in its own name
and as trustee of an express trust, shall be entitled and empowered to
institute any actions or proceedings at law or in equity for the collection of
the sums so due and unpaid, and may prosecute any such action or proceeding to
judgment or final decree, and may enforce any such judgment or final decree
against the Corporation or any other obligor on the Securities and collect in
the manner provided by law out of the property of the Corporation or any other
obligor on the Securities, wherever situated, the moneys adjudged or decreed to
be payable.


 


In case there shall be pending proceedings
for the bankruptcy or for the reorganization of the Corporation or any other
obligor on the Securities under Title 11, United States Code, or any other
applicable law, or in case a receiver or trustee shall have been appointed for
the property of the Corporation or such other obligor, or in the case of any
other similar judicial proceedings relative to the Corporation or other obligor
upon the Securities, or to the creditors or property of the Corporation or such
other obligor, the Debenture Trustee, irrespective of whether the principal of
the Securities shall then be due and payable as therein expressed or by
declaration or


 


30

















 


otherwise and irrespective of
whether the Debenture Trustee shall have made any demand pursuant to the
provisions of this Section 5.02, shall be entitled and empowered, by
intervention in such proceedings or otherwise, to file and prove a claim or
claims for the whole amount of principal and Interest (including Contingent
Interest, if any) owing and unpaid in respect of the Securities and, in case of
any judicial proceedings, to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Debenture Trustee (including any claim for amounts due to the Debenture Trustee
pursuant to Section 6.06) and of the Securityholders allowed in such judicial
proceedings relative to the Corporation or any other obligor on the Securities,
or to the creditors or property of the Corporation or such other obligor,
unless prohibited by applicable law and regulations, to vote on behalf of the
holders of the Securities in any election of a trustee or a standby trustee in
arrangement, reorganization, liquidation or other bankruptcy or insolvency
proceedings or person performing similar functions in comparable proceedings,
and to collect and receive any moneys or other property payable or deliverable
on any such claims, and to distribute the same after the deduction of its
charges and expenses; and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of the Securityholders to make such
payments to the Debenture Trustee, and, in the event that the Debenture Trustee
shall consent to the making of such payments directly to the Securityholders,
to pay to the Debenture Trustee such amounts as shall be sufficient to cover
reasonable compensation to, and expenses of, the Debenture Trustee, each
predecessor Debenture Trustee and their respective agents, attorneys and
counsel, and all other amounts due to the Debenture Trustee pursuant to Section
6.06.


 


Nothing herein contained shall be construed
to authorize the Debenture Trustee to authorize or consent to or accept or
adopt on behalf of any Securityholder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any holder
thereof or to authorize the Debenture Trustee to vote in respect of the claim
of any Securityholder in any such proceeding. The Debenture Trustee shall be
entitled to participate as a member of any official committee of creditors in
the matters as it deems necessary or advisable.


 


All rights of action and of asserting claims
under this Indenture, or under any of the Securities, may be enforced by the
Debenture Trustee without the possession of any of the Securities, or the
production thereof on any trial or other proceeding relative thereto, and any such
suit or proceeding instituted by the Debenture Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment shall be
for the ratable benefit of the holders of the Securities.


 


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


 


SECTION 5.03.                      Application
of Moneys Collected by Debenture Trustee.


 


Any moneys collected by the Debenture Trustee
shall be applied in the following order, at the date or dates fixed by the
Debenture Trustee for the distribution of such moneys, upon


 


31

















 


presentation of the Securities
in respect of which moneys have been collected, and stamping thereon the
payment, if only partially paid, and upon surrender thereof if fully paid:


 


First: To the
payment of costs and expenses of collection applicable to the Securities and
all other amounts due to the Debenture Trustee under Section 6.06;


 


Second: To the
payment of all Senior Indebtedness of the Corporation if and to the extent
required by Article XV;


 


Third: In case the
principal of the outstanding Securities in respect of which moneys have been
collected shall not have become due and be unpaid, to the payment of the
amounts then due and unpaid upon Securities for principal of and Interest (including
Contingent Interest, if any) on the Securities, in respect of which or for the
benefit of which money has been collected, ratably, without preference of
priority of any kind, according to the amounts due on such Securities for
principal and Interest (including Contingent Interest, if any), respectively;
and


 


Fourth: To the
Corporation.


 


SECTION 5.04.                      Proceedings
by Securityholders.


 


No holder of any Security shall have any
right by virtue of or by availing of any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless such holder previously shall have
given to the Debenture Trustee written notice of an Event of Default and of the
continuance thereof with respect to the Securities specifying such Event of
Default, as hereinbefore provided, and unless also the holders of not less than
25% in aggregate principal amount of the Securities then outstanding shall have
made written request upon the Debenture Trustee to institute such action, suit
or proceeding in its own name as Debenture Trustee hereunder and shall have offered
to the Debenture Trustee such indemnity reasonably satisfactory to it as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Debenture Trustee for 60 days after its receipt of such
notice, request and offer of indemnity shall have failed to institute any such
action, suit or proceeding, it being understood and intended, and being
expressly covenanted by the taker and holder of every Security with every other
taker and holder and the Debenture Trustee, that no one or more holders of
Securities shall have any right in any manner whatever by virtue of or by
availing of any provision of this Indenture to affect, disturb or prejudice the
rights of any other holder of Securities, or to obtain or seek to obtain
priority over or preference to any other such holder, or to enforce any right
under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all holders of Securities.


 


Notwithstanding any other provisions in this
Indenture, however, the right of any holder of any Security to receive payment
of the principal of and Interest (including Contingent Interest, if any) on
such Security, on or after the same shall have become due and payable, or to
institute suit for the enforcement of any such payment, shall not be impaired
or affected without the consent of such holder and by accepting a Security
hereunder it is expressly understood, intended and covenanted by the taker and
holder of every Security with every other such taker and holder and the
Debenture Trustee, that no one or more holders of Securities shall have any
right in any


 


32

















 


manner whatsoever by virtue or
by availing of any provision of this Indenture to affect, disturb or prejudice
the rights of the holders of any other Securities, or to obtain or seek to
obtain priority over or preference to any other such holder, or to enforce any
right under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all holders of Securities. For the protection and
enforcement of the provisions of this Section, each and every Securityholder
and the Debenture Trustee shall be entitled to such relief as can be given
either at law or in equity.


 


The Corporation and the Debenture Trustee
acknowledge that, pursuant to the Declaration, the holders of Preferred
Securities are entitled, under the circumstances and subject to the limitations
set forth therein, to commence a Direct Action with respect to any Event of
Default under this Indenture and the Securities.


 


SECTION 5.05.                      Proceedings
by Debenture Trustee.


 


In case an Event of Default occurs with
respect to Securities and is continuing, the Debenture Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Debenture Trustee
shall deem most effectual to protect and enforce any of such rights, either by
suit in equity or by action at law or by proceeding in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement contained in
this Indenture or in aid of the exercise of any power granted in this
Indenture, or to enforce any other legal or equitable right vested in the
Debenture Trustee by this Indenture or by law.


 


SECTION 5.06.                      Remedies
Cumulative and Continuing.


 


All powers and remedies given by this Article
V to the Debenture Trustee or to the Securityholders shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any other powers
and remedies available to the Debenture Trustee or the holders of the
Securities, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture or
otherwise established with respect to the Securities, and no delay or omission
of the Debenture Trustee or of any holder of any of the Securities to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be
a waiver of any such Default or an acquiescence therein; and, subject to the
provisions of Section 5.04, every power and remedy given by this Article V or
by law to the Debenture Trustee or to the Securityholders may be exercised from
time to time, and as often as shall be deemed expedient, by the Debenture
Trustee or by the Securityholders.


 


SECTION 5.07.                      Direction
of Proceedings and Waiver of Defaults by Majority of Securityholders.


 


The holders of a majority in aggregate
principal amount of the Securities at the time outstanding shall have the right
to direct the time, method, and place of conducting any proceeding for any
remedy available to the Debenture Trustee, or exercising any trust or power
conferred on the Debenture Trustee; provided, however,
that (subject to the provisions of Section 6.01) the Debenture Trustee shall
have the right to decline to follow any such direction if the


 


33

















 


Debenture Trustee shall
determine that the action so directed would be unjustly prejudicial to the
holders not taking part in such direction or if the Debenture Trustee being
advised by counsel determines that the action or proceeding so directed may not
lawfully be taken or if the Debenture Trustee in good faith by its board of
directors or trustees, executive committee, or a trust committee of directors
or trustees and/or Responsible Officers shall determine that the action or
proceedings so directed would involve the Debenture Trustee in personal
liability. Prior to any declaration accelerating the maturity of the
Securities, the holders of a majority in aggregate principal amount of the
Securities at the time outstanding may on behalf of the holders of all of the
Securities waive any past Default or Event of Default and its consequences
except a Default or Event of Default (a) in the payment of principal of or
Interest (including Contingent Interest, if any) on any of the Securities
(unless such Default has been cured and a sum sufficient to pay all matured
installments of Interest (including Contingent Interest, if any) and principal
due otherwise than by acceleration has been deposited with the Debenture
Trustee) or (b) in respect of covenants or provisions hereof which cannot be
modified or amended without the consent of the holder of each Security
affected; provided, however, that if the
Securities are held by the Property Trustee, such waiver or modification to
such waiver shall not be effective until the holders of a majority in aggregate
liquidation amount of Trust Securities shall have consented to such waiver or
modification to such waiver; provided further,
that where a consent under this Indenture would require the consent of holders
of more than a majority of the aggregate principal amount of the Securities,
such waiver shall not be effective until the holders of at least the same
proportion in the aggregate stated liquidation amount of Trust Securities shall
have consented to such waiver. Upon any such waiver, the Default covered
thereby shall be deemed to be cured for all purposes of this Indenture and the
Corporation, the Debenture Trustee and the holders of the Securities shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon. Whenever any Default or Event of Default hereunder shall
have been waived as permitted by this Section 5.07, said Default or Event of Default
shall for all purposes of the Securities and this Indenture be deemed to have
been cured and to be not continuing.


 


SECTION 5.08.                      Notice
of Defaults.


 


The Debenture Trustee shall, within 90 days
after the occurrence of a Default with respect to the Securities actually known
to a Responsible Officer of the Debenture Trustee, mail to all Securityholders,
as the names and addresses of such holders appear upon the Security Register,
notice of all Defaults known to the Debenture Trustee, unless such Default shall
have been cured before the giving of such notice (the term “Default” for the
purpose of this Section 5.08 being hereby defined to be any of the events
specified in clauses (a), (b), (c), (d), (e), (f) and (g) of Section 5.01, not
including periods of grace, if any, provided for therein, and irrespective of
the giving of written notice specified in clause (d) of Section 5.01); and provided that, except in the case of Default in the payment
of the principal of or Interest (including Contingent Interest, if any) on any
of the Securities, the Debenture Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee, or a
trust committee of directors and/or Responsible Officers of the Debenture
Trustee in good faith determines that the withholding of such notice is in the
interests of the Securityholders; and provided further
that in the case of any Default of the character specified in Section 5.01(d),
no such notice to Securityholders shall be given until at least 60 days after
the occurrence thereof, but shall be given within 90 days after such
occurrence.


 


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SECTION 5.09.                      Undertaking
to Pay Costs.


 


All parties to this Indenture agree, and each
holder of any Security by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Debenture Trustee for any action taken or omitted by it as Debenture
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees and expenses, against
any party litigant in such suit, having due regard to the merits and good faith
of the claims or defenses made by such party litigant; but the provisions of
this Section 5.09 shall not apply to any suit instituted by the Debenture
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding in the aggregate more than 10% in aggregate principal
amount of the Securities outstanding, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of or
Interest (including Contingent Interest, if any) on any Security against the
Corporation on or after the same shall have become due and payable.


 


SECTION 5.10.                      Acknowledgment
of Rights.


 


If an Event of Default has occurred and is
continuing and such event is attributable to the failure of the Corporation to
pay principal of or Interest (including Contingent Interest, if any) on the
Securities when due (or in connection with a redemption, failure to pay the
Redemption Price on the Redemption Date), the Corporation acknowledges that a
holder of Preferred Securities may commence a Direct Action against the
Corporation to compel it to make such payment to such holder of the principal
of or Interest (including Contingent Interest, if any) on the Securities having
a principal amount equal to the aggregate liquidation amount of the Preferred
Securities of such holder on or after the respective due date specified in the
securities. The Corporation may not amend this Indenture to remove this right to
bring a Direct Action without the prior written consent of the holders of all
of the Preferred Securities. Notwithstanding any payments that the Corporation
makes to a holder of Preferred Securities in connection with a Direct Action,
the Corporation shall remain obligated to pay the principal of and Interest (including
Contingent Interest, if any) on the Securities, and the Corporation shall be
subrogated to the rights of the holder of the Preferred Securities, and have a
right of set-off, with respect to payments on the Preferred Securities to the
extent that the Corporation makes any payments to a holder of Preferred
Securities in any Direct Action.


 


The holders of the Preferred Securities shall
not be entitled to exercise directly any remedies, other than those described
in the preceding paragraph, available to Holders of the Securities, unless an
event of default exists under the Declaration.


 


ARTICLE VI

CONCERNING THE DEBENTURE TRUSTEE


 


SECTION 6.01.                      Duties
and Responsibilities of Debenture Trustee.


 


With respect to the holders of the Securities
issued hereunder, the Debenture Trustee, prior to the occurrence of an Event of
Default and after the curing or waiving of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are


 


35

















 


specifically set forth in this
Indenture. In case an Event of Default has occurred (which has not been cured
or waived), the Debenture Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.


 


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


 


(a)           prior
to the occurrence of an Event of Default and after the curing or waiving of all
Events of Default which may have occurred,


 


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


 


(ii)           in the absence of bad
faith on the part of the Debenture Trustee, the Debenture 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
Debenture Trustee and conforming to the requirements of this Indenture; but, in
the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Debenture Trustee, the Debenture
Trustee shall be under a duty to examine the same to determine whether or not
they conform on their face to the requirements of this Indenture (but need not
confirm or investigate the accuracy of mathematical calculations or other facts
stated therein);


 


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


 


(c)           the
Debenture 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
Securityholders pursuant to Section 5.07, relating to the time, method and
place of conducting any proceeding for any remedy available to the Debenture
Trustee, or exercising any trust or power conferred upon the Debenture Trustee,
under this Indenture.


 


None of the provisions contained in this
Indenture shall require the Debenture 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 reasonably
believes that the repayment of such funds or liability is not reasonably
assured to it under the terms of this Indenture or adequate indemnity against
such risk is not reasonably assured to it.


 


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


 


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SECTION 6.02.                      Reliance
on Documents, Opinions, Etc.


 


Except as otherwise provided in Section 6.01:


 


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


 


(b)           any
request, direction, order or demand of the Corporation mentioned herein may be
sufficiently evidenced by an Officers’ Certificate (unless other evidence in
respect thereof be herein specifically prescribed); and any Board Resolution
may be evidenced to the Debenture Trustee by a copy thereof certified by the
Secretary or an Assistant Secretary of the Corporation;


 


(c)           the
Debenture Trustee may consult with counsel of its selection and any advice or
Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance with such advice or Opinion of Counsel;


 


(d)           the
Debenture Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request, order or direction of any
of the Securityholders, pursuant to the provisions of this Indenture, unless
such Securityholders shall have offered to the Debenture Trustee security or
indemnity reasonably satisfactory to the Debenture Trustee against the costs,
expenses and liabilities which may be incurred therein or thereby;


 


(e)           the
Debenture Trustee shall not be liable for any action taken or omitted by it in
good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture; nothing contained herein
shall, however, relieve the Debenture Trustee of the obligation, upon the
occurrence of an Event of Default (that has not been cured or waived), to
exercise such of the rights and powers vested in it by this Indenture, and to
use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs;


 


(f)            the
Debenture Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, debenture,
coupon or other paper or document, unless requested in writing to do so by the
holders of a majority in aggregate principal amount of the outstanding
Securities; provided, however, that if the payment
within a reasonable time to the Debenture Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Debenture Trustee, not reasonably assured to the
Debenture Trustee by the security afforded to it by the terms of this
Indenture, the Debenture Trustee may require indemnity reasonably satisfactory
to the Debenture Trustee against such expense or liability as a condition to so
proceeding;


 


(g)           the
Debenture Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents (including any


 


37

















 


Authenticating Agent) or attorneys, and the Debenture Trustee shall not
be responsible for any misconduct or negligence on the part of any such agent
or attorney appointed by it with due care;


 


(h)           the
Debenture Trustee shall not be charged with knowledge of any Default or Event
of Default with respect to the Securities unless (1) such Default is a Default
under Sections 5.01(a) (other than (i) a Default with respect to the payment of
Compounded Interest, Liquidated Damages, Additional Sums or Contingent Interest
or (ii) a Default with respect to any Other Debentures) or 5.01(b) of the
Indenture, (2) a Responsible Officer shall have actual knowledge of such
Default or Event of Default or (3) written notice of such Default or Event of
Default shall have been given to the Debenture Trustee by the Corporation or
any other obligor on the Securities or by any holder of the Securities;


 


(i)            the
Debenture Trustee shall not be liable for any action taken, suffered or omitted
by it in good faith, without negligence or willful misconduct and believed by
it to be authorized or within the discretion or rights or powers conferred upon
it by this Indenture;


 


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


 


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


 


(l)            the
permissive rights of the Debenture Trustee to do things enumerated in this
Indenture shall not be construed as duties; and


 


(m)          in
no event shall the Trustee be liable for the selection of investments or for
investment losses incurred thereon. The Trustee shall have no liability in
respect of losses incurred as a result of the liquidation of any such
investment prior to its stated maturity or the failure of the party directing
such investment to provide timely written investment direction. The Trustee
shall have no obligation to invest or reinvest any amounts held hereunder in
the absence of such written investment direction.


 


SECTION 6.03.                      No
Responsibility for Recitals, Etc.


 


The recitals contained herein and in the
Securities (except in the certificate of authentication of the Debenture
Trustee or the Authenticating Agent) shall be taken as the statements of the
Corporation, and the Debenture Trustee and the Authenticating Agent assume no
responsibility for the correctness of the same. The Debenture Trustee and the
Authenticating Agent make no representations as to the validity or sufficiency
of this Indenture or of the Securities. The Debenture Trustee and the
Authenticating Agent shall not be accountable for the use or application by the
Corporation of any Securities or the proceeds of any Securities authenticated
and delivered by the Debenture Trustee or the Authenticating Agent in
conformity with the provisions of this Indenture.


 


38

















 


SECTION 6.04.                      Debenture
Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar May
Own Securities.


 


The Debenture Trustee or any Authenticating
Agent or any paying agent or any transfer agent or any security registrar for
the Securities, in its individual or any other capacity, may become the owner
or pledgee of Securities with the same rights it would have if it were not
Debenture Trustee, Authenticating Agent, paying agent, transfer agent or
security registrar for the Securities.


 


SECTION 6.05.                      Moneys
to Be Held in Trust.


 


Subject to the provisions of Section 11.04,
all moneys received by the Debenture Trustee or any paying agent shall, until
used or applied as herein provided, be held in trust for the purpose for which
they were received, but need not be segregated from other funds except to the
extent required by law. The Debenture Trustee and any paying agent shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Corporation. So long as no Event of
Default shall have occurred and be continuing, all interest allowed on any such
moneys shall be paid from time to time upon the written order of the
Corporation, signed by the Chairman of the Board of Directors, the President or
a Vice President or the Treasurer or an Assistant Treasurer of the Corporation.


 


SECTION 6.06.                      Compensation
and Expenses of Debenture Trustee.


 


The Corporation, as issuer of Securities
under this Indenture, covenants and agrees to pay to the Debenture Trustee from
time to time, and the Debenture Trustee shall be entitled to, such compensation
as shall be agreed to in writing between the Corporation and the Debenture
Trustee (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), and the Corporation will pay or
reimburse the Debenture Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Debenture Trustee in
accordance with any of the provisions of this Indenture (including the reasonable
compensation and the expenses and disbursements of its counsel and of all
persons not regularly in its employ) except any such expense, disbursement or
advance as may arise from its negligence or bad faith. The Corporation also
covenants to indemnify and defend each of the Debenture Trustee (including in
its individual capacity) and any predecessor Debenture Trustee (and its
officers, agents, directors and employees) for, and to hold it harmless
against, any and all loss, damage, claim, liability or expense including taxes
(other than taxes based on the income of the Debenture Trustee) incurred
without negligence or bad faith on the part of the Debenture Trustee and
arising out of or in connection with the acceptance or administration of this
trust, including advancement of the costs and expenses of defending itself
against any claim of liability in the premises. The obligations of the
Corporation under this Section 6.06 to compensate and indemnify the Debenture
Trustee and to pay or reimburse the Debenture Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Debenture Trustee
as such, except funds held in trust for the benefit of the holders of
particular Securities.


 


39

















 


When the Debenture Trustee incurs expenses or
renders services in connection with an Event of Default specified in Section
5.01(e) or Section 5.01(f), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to
constitute expenses of administration under any applicable federal or state bankruptcy,
insolvency or other similar law.


 


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


 


SECTION 6.07.                      Officers’
Certificate as Evidence.


 


Except as otherwise provided in Sections 6.01
and 6.02, whenever in the administration of the provisions of this Indenture
the Debenture Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or omitting any action hereunder, such
matter (unless other evidence in respect thereof is herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the
Debenture Trustee, be deemed to be conclusively proved and established by an
Officers’ Certificate delivered to the Debenture Trustee, and such certificate,
in the absence of negligence or bad faith on the part of the Debenture Trustee,
shall be full warrant to the Debenture Trustee for any action taken or omitted
by it under the provisions of this Indenture upon the faith thereof.


 


SECTION 6.08.                      Conflicting
Interest of Debenture Trustee.


 


If the Debenture Trustee has or shall acquire
any “conflicting interest” within the meaning of Section 310(b) of the Trust
Indenture Act, the Debenture Trustee and the Corporation shall in all respects
comply with the provisions of Section 310(b) of the Trust Indenture Act.


 


SECTION 6.09.                      Eligibility
of Debenture Trustee.


 


The Debenture Trustee hereunder shall at all
times be a Person organized and doing business under the laws of the United
States of America or any state or territory thereof or the District of
Columbia, or a Person permitted to act as trustee by the Commission 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 Person publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for the purposes of this Section 6.09 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.


 


The Corporation may not, nor may any Person
directly or indirectly controlling, controlled by, or under common control with
the Corporation, serve as Debenture Trustee.


 


In case at any time the Debenture Trustee
shall cease to be eligible in accordance with the provisions of this Section
6.09, the Debenture Trustee shall resign immediately in the manner and with the
effect specified in Section 6.10.


 


40

















 


Notwithstanding an provision in this
Indenture to the contrary, the Person serving as Debenture Trustee also may
serve as Institutional Administrative Trustee under the Declaration.


 


SECTION 6.10.                      Resignation
or Removal of Debenture Trustee.


 


(a)           The
Debenture Trustee, or any trustee or trustees hereafter appointed, may at any
time resign by giving written notice of such resignation to the Corporation and
by mailing notice thereof to the holders of the Securities at their addresses
as they shall appear on the Security Register. Upon receiving such notice of
resignation, the Corporation shall promptly appoint a successor trustee or
trustees by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Debenture Trustee and one copy to the successor
trustee. If no successor trustee shall have been so appointed and have accepted
appointment within 60 days after the mailing of such notice of resignation to
the affected Securityholders, the resigning Debenture Trustee, at the expense
of the Corporation, may petition any court of competent jurisdiction for the
appointment of a successor trustee, or any Securityholder who has been a bona
fide holder of a Security for at least six months may, subject to the
provisions of Section 5.09, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.


 


(b)           In
case at any time any of the following shall occur:


 


(i)            the Debenture Trustee
shall fail to comply with the provisions of Section 6.08 after written request
therefor by the Corporation or by any Securityholder who has been a bonafide
holder of a Security or Securities for at least six months, or


 


(ii)           the Debenture Trustee
shall cease to be eligible in accordance with the provisions of Section 6.09
and shall fail to resign after written request therefor by the Corporation or
by any such Securityholder, or


 


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


 


then, in any such case, the Corporation may
remove the Debenture Trustee and appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to
the Debenture Trustee so removed and one copy to the successor trustee, or,
subject to the provisions of Section 5.09, any Securityholder who has been a
bona fide holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Debenture Trustee and the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, remove the Debenture Trustee and appoint a
successor trustee.


 


(c)           The
holders of a majority in aggregate principal amount of the Securities at the
time outstanding may at any time remove the Debenture Trustee and nominate a
successor trustee, which shall be deemed appointed as successor trustee unless
within 10 days after such


 


41

















 


nomination the Corporation objects thereto, or if no successor trustee
shall have been so appointed and shall have accepted appointment within 30 days
after such removal, in which case the Debenture Trustee so removed or any
Securityholder, upon the terms and conditions and otherwise as in Section
6.10(a) provided, may petition any court of competent jurisdiction for an
appointment of a successor trustee.


 


(d)           Any
resignation or removal of the Debenture Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section 6.10 shall become
effective upon acceptance of appointment by the successor trustee as provided
in Section 6.11.


 


(e)           Notwithstanding
replacement of the Debenture Trustee pursuant to this Section 6.10, the
Corporation’s obligations under Section 6.06 shall continue for the benefit of
the retiring Debenture Trustee.


 


SECTION 6.11.                      Acceptance
by Successor Debenture Trustee.


 


Any successor trustee appointed as provided
in Section 6.10 shall execute, acknowledge and deliver to the Corporation and
to its predecessor trustee an instrument accepting such appointment hereunder,
and thereupon the resignation or removal of the retiring trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee herein; but, nevertheless, on the written request of the
Corporation or of the successor trustee, the trustee ceasing to act shall, upon
payment of any amounts then due it pursuant to the provisions of Section 6.06,
execute and deliver an instrument transferring to such successor trustee all
the rights and powers of the trustee so ceasing to act and shall duly assign,
transfer and deliver to such successor trustee all property and money held by
such retiring trustee thereunder. Upon request of any such successor trustee,
the Corporation shall execute any and all instruments in writing for more fully
and certainly vesting in and confirming to such successor trustee all such
rights and powers. Any trustee ceasing to act shall, nevertheless, retain a
lien upon all property or funds held or collected by such trustee to secure any
amounts then due it pursuant to the provisions of Section 6.06.


 


No successor trustee shall accept appointment
as provided in this Section 6.11 unless at the time of such acceptance such
successor trustee shall be qualified under the provisions of Section 6.08 and
eligible under the provisions of Section 6.09.


 


Upon acceptance of appointment by a successor
trustee as provided in this Section 6.11, the Corporation shall mail notice of
the succession of such trustee hereunder to the holders of Securities at their
addresses as they shall appear on the Security Register. If the Corporation
fails to mail such notice within 10 days after the acceptance of appointment by
the successor trustee, the successor trustee shall cause such notice to be
mailed at the expense of the Corporation.


 


SECTION 6.12.                      Succession
by Merger, Etc.


 


Any Person into which the Debenture Trustee
may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Debenture
Trustee shall be a party, or any Person succeeding to all or substantially all
of the corporate trust business of the Debenture


 


42

















 


Trustee, shall be the successor
of the Debenture Trustee hereunder without the execution or filing of any paper
or any further act on the part of any of the parties hereto.


 


In case at the time such successor to the
Debenture Trustee shall succeed to the trusts created by this Indenture any
Securities shall have been authenticated but not delivered, any such successor
to the Debenture Trustee may adopt the certificate of authentication of any
predecessor trustee, and deliver such Securities so authenticated; and in case
at that time any of the Securities shall not have been authenticated, any
successor to the Debenture Trustee may authenticate such Securities either in
the name of any predecessor hereunder or in the name of the successor trustee;
and in all such cases such certificates shall have the full force which the
Securities or this Indenture elsewhere provides that the certificate of the
Debenture Trustee shall have; provided, however,
that the right to adopt the certificate of authentication of any predecessor
Debenture Trustee or authenticate Securities in the name of any predecessor
Debenture Trustee shall apply only to its successor or successors by merger,
conversion or consolidation.


 


SECTION 6.13.                      Limitation
on Rights of Debenture Trustee as a Creditor.


 


The Debenture Trustee shall comply with
Section 311(a) of the Trust Indenture Act, excluding any creditor relationship
described in Section 311(b) of the Trust Indenture Act. A Debenture Trustee who
has resigned or been removed shall be subject to Section 311(a) of the Trust
Indenture Act to the extent included therein.


 


SECTION 6.14.                      Co-trustees
and Separate Trustees.


 


At any time or times, at the expense of the
Corporation and for the purpose of meeting the legal requirements of any
applicable jurisdiction, the Corporation and the Debenture Trustee shall have
power to appoint, and, upon the written request of the Debenture Trustee or of
the holders of at least 25% in principal amount of the Securities then outstanding,
the Corporation shall for such purpose join with the Debenture Trustee in the
execution and delivery of all instruments and agreements necessary or proper to
appoint, one or more Persons approved by the Debenture Trustee, or to act as
separate trustee, jointly with the Debenture Trustee, or to act as separate
trustee, in either case with such powers as may be provided in the instrument
of appointment, and to vest in such Person or Persons, in the capacity
aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section. If the Corporation does not
join in such appointment within 15 days after the receipt by it of a request so
to do, or if an Event of Default shall have occurred and be continuing, the
Debenture Trustee alone shall have power to make such appointment.


 


Should any written instrument or instruments
from the Corporation be required by any co-trustee or separate trustee so
appointed to more fully confirm to such co-trustee or separate trustee such
property, title, right or power, any and all such instruments shall, on
request, be executed, acknowledged and delivered by the Corporation.


 


Every co-trustee or separate trustee shall,
to the extent permitted by law, but to such extent only, be appointed subject
to the following conditions:


 


(a)           the
Securities shall be authenticated and delivered, and all rights, powers, duties
and obligations hereunder in respect of the custody of securities, cash and
other personal


 


43

















 


property held by, or required to be deposited or pledged with, the
Debenture Trustee hereunder, shall be exercised solely, by the Debenture
Trustee;


 


(b)           the
rights, powers, duties and obligations hereby conferred or imposed upon the
Debenture Trustee in respect of any property covered by such appointment shall
be conferred or imposed upon and exercised or performed either by the Debenture
Trustee or by the Debenture Trustee and such co-trustee or separate trustee
jointly, as shall be provided in the instrument appointing such co-trustee or
separate trustee, except to the extent that under any law of any jurisdiction
in which any particular act is to be performed, the Debenture Trustee shall be
incompetent or unqualified to perform such act, in which event such rights,
powers, duties and obligations shall be exercised and performed by such
co-trustee or separate trustee;


 


(c)           the
Debenture Trustee at any time, by an instrument in writing executed by it, with
the concurrence of the Corporation, may accept the resignation of or remove any
co-trustee or separate trustee appointed under this Section, and, if an Event
of Default shall have occurred and be continuing, the Debenture Trustee shall
have power to accept the resignation of, or remove, any such co-trustee or
separate trustee without the concurrence of the Corporation. Upon the written
request of the Debenture Trustee, the Corporation shall join with the Debenture
Trustee in the execution and delivery of all instruments and agreements,
necessary or proper to effectuate such resignation or removal. A successor to
any co-trustee or separate trustee so resigned or removed may be appointed in
the manner provided in this Section;


 


(d)           no
co-trustee or separate trustee hereunder shall be personally liable by reason
of any act or omission of the Debenture Trustee, or any other such trustee
hereunder; and


 


(e)           any
notice from the holders of Securities delivered to the Debenture Trustee shall
be deemed to have been delivered to each such co-trustee and separate trustee.


 


SECTION 6.15.                      Authenticating
Agents.


 


There may be one or more Authenticating
Agents appointed by the Debenture Trustee upon the request of the Corporation
with power to act on its behalf and subject to its direction in the
authentication and delivery of Securities issued upon exchange or transfer
thereof as fully to all intents and purposes as though any such Authenticating
Agent had been expressly authorized to authenticate and deliver Securities; provided that the Debenture Trustee shall have no liability
to the Corporation for any acts or omissions of the Authenticating Agent with
respect to the authentication and delivery of Securities. Any such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States or of any state or territory
thereof or of the District of Columbia authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of at least
$5,000,000 and being subject to supervision or examination by federal, state,
territorial or District of Columbia authority. If such corporation publishes
reports of condition at least annually pursuant to law or the requirements of
such authority, then for the purposes of this Section 6.15 the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner and
with the effect herein specified in this Section.


 


44

















 


Any corporation into which any Authenticating
Agent may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, consolidation or conversion to which any
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate trust business of any Authenticating Agent, shall be the successor of
such Authenticating Agent hereunder, if such successor corporation is otherwise
eligible under this Section 6.15 without the execution or filing of any paper
or any further act on the part of the parties hereto or such Authenticating
Agent.


 


Any Authenticating Agent may at any time
resign by giving written notice of resignation to the Debenture Trustee and to
the Corporation. The Debenture Trustee may at any time terminate the agency of
any Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Corporation. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time any Authenticating
Agent shall cease to be eligible under this Section 6.15, the Debenture Trustee
may, and upon the request of the Corporation shall, promptly appoint a
successor Authenticating Agent eligible under this Section 6.15, shall give
written notice of such appointment to the Corporation and the Corporation shall
mail notice of such appointment to all Securityholders as the names and
addresses of such holders appear on the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as Authenticating Agent
herein.


 


The Corporation, as borrower, agrees to pay
to any Authenticating Agent from time to time reasonable compensation for its
services. Any Authenticating Agent shall have no responsibility or liability
for any action taken by it as such in accordance with the directions of the
Debenture Trustee.


 


ARTICLE VII

CONCERNING THE SECURITYHOLDERS


 


SECTION 7.01.                      Action
by Securityholders.


 


Whenever in this Indenture it is provided
that the holders of a specified percentage in aggregate principal amount of the
Securities may take any action (including the making of any demand or request,
the giving of any notice, consent or waiver or the taking of any other action),
the fact that at the time of taking any such action the holders of such
specified percentage have joined therein may be evidenced (a) by any instrument
or any number of instruments of similar tenor executed by such Securityholders
in person or by agent or proxy appointed in writing, or (b) by the record of
such holders of Securities voting in favor thereof at any meeting of such
Securityholders duly called and held in accordance with the provisions of
Article VIII, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of such Securityholders.


 


If the Corporation shall solicit from the
Securityholders any request, demand, authorization, direction, notice, consent,
waiver or other action, the Corporation may, at its option, as evidenced by an
Officers’ Certificate, fix in advance a record date for the determination of
Securityholders entitled to give such request, demand, authorization,
direction,


 


45

















 


notice, consent, waiver or
other action, but the Corporation shall have no obligation to do so. If such a
record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other action may be given before or after the record date,
but only the Securityholders of record at the close of business on the record
date shall be deemed to be Securityholders for the purposes of determining
whether Securityholders of the requisite proportion of outstanding Securities
have authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action, and for that purpose the
outstanding Securities shall be computed as of the record date; provided, however, that no such authorization, agreement or
consent by such Securityholders on the record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture
not later than six months after the record date.


 


SECTION 7.02.                      Proof
of Execution by Securityholders.


 


Subject to the provisions of Section 6.01,
6.02 and 8.05, proof of the execution of any instrument by a Securityholder or
his agent or proxy shall be sufficient if made in accordance with such
reasonable rules and regulations as may be prescribed by the Debenture Trustee
or in such manner as shall be satisfactory to the Debenture Trustee. The
ownership of Securities shall be proved by the Security Register or by a
certificate of the security registrar for the Securities. The Debenture Trustee
may require such additional proof of any matter referred to in this Section
7.02 as it shall deem necessary.


 


The record of any Securityholders’ meeting
shall be proved in the manner provided in Section 8.06.


 


SECTION 7.03.                      Who
Are Deemed Absolute Owners.


 


Prior to due presentment for registration of
transfer of any Security, the Corporation, the Debenture Trustee, any
Authenticating Agent, any paying agent, any transfer agent and any security registrar
for the Securities may deem the person in whose name such Security shall be
registered upon the Security Register to be, and may treat him as, the absolute
owner of such Security (whether or not such Security shall be overdue) for the
purpose of receiving payment of or on account of the principal of and (subject
to Section 2.05) Interest on such Security and for all other purposes; and
neither the Corporation nor the Debenture Trustee nor any Authenticating Agent
nor any paying agent nor any transfer agent nor any security registrar for the
Securities shall be affected by any notice to the contrary. All such payments
so made to any holder for the time being or upon his order shall be valid, and,
to the extent of the sum or sums so paid, effectual to satisfy and discharge
the liability for moneys payable upon any such Security.


 


SECTION 7.04.                      Securities
Owned by Corporation Deemed Not Outstanding.


 


In determining whether the holders of the
requisite aggregate principal amount of Securities have concurred in any
direction, consent or waiver under this Indenture, Securities which are owned
by the Corporation or any other obligor on the Securities or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Corporation or any other obligor on the Securities
shall be disregarded and deemed not to be outstanding for the purpose of any
such determination; provided that for the purposes of


 


46

















 


determining whether the
Debenture Trustee shall be protected in relying on any such direction, consent
or waiver, only Securities which a Responsible Officer of the Debenture Trustee
actually knows are so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as outstanding for the purposes of
this Section 7.04 if the pledgee shall establish to the satisfaction of the
Debenture Trustee the pledgee’s right to vote such Securities and that the
pledgee is not the Corporation or any such other obligor or Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Corporation or any such other obligor. In the case of a
dispute as to such right, any decision by the Debenture Trustee taken upon the
advice of counsel shall be full protection to the Debenture Trustee.


 


SECTION 7.05.                      Revocation
of Consents; Future Holders Bound.


 


At any time prior to (but not after) the
evidencing to the Debenture Trustee, as provided in Section 7.01, of the taking
of any action by the holders of the percentage in aggregate principal amount of
the Securities specified in this Indenture in connection with such action, any
holder of a Security (or any Security issued in whole or in part in exchange or
substitution therefor), subject to Section 7.01, the serial number of which is
shown by the evidence to be included in the group of Securities the holders of
which have consented to such action may, by filing written notice with the
Debenture Trustee at its principal office and upon proof of holding as provided
in Section 7.02, revoke such action so far as concerns such Security (or so far
as concerns the principal amount represented by any exchanged or substituted
Security). Except as aforesaid any such action taken by the holder of any
Security shall be conclusive and binding upon such holder and upon all future
holders and owners of such Security, and of any Security issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon such Security or any Security issued in exchange or
substitution therefor.


 


ARTICLE VIII

SECURITYHOLDERS’ MEETINGS


 


SECTION 8.01.                      Purposes
of Meetings.


 


A meeting of Securityholders may be called at
any time and from time to time pursuant to the provisions of this Article VIII
for any of the following purposes:


 


(a)           to
give any notice to the Corporation or to the Debenture Trustee, or to give any
directions to the Debenture Trustee, or to consent to the waiving of any Default
hereunder and its consequences, or to take any other action authorized to be
taken by Securityholders pursuant to any of the provisions of Article V;


 


(b)           to
remove the Debenture Trustee and nominate a successor trustee pursuant to the
provisions of Article VI;


 


(c)           to
consent to the execution of an indenture or indentures supplemental hereto
pursuant to the provisions of Section 9.02; or


 


47

















 


(d)           to
take any other action authorized to be taken by or on behalf of the holders of
any specified aggregate principal amount of such Securities under any other
provision of this Indenture or under applicable law.


 


SECTION 8.02.                      Call
of Meetings by Debenture Trustee.


 


The Debenture Trustee may at any time call a
meeting of Securityholders to take any action specified in Section 8.01, to be
held at such time and at such place in New York, New York, as the Debenture
Trustee shall determine. Notice of every meeting of the Securityholders,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be mailed to holders of
Securities at their addresses as they shall appear on the Securities Register.
Such notice shall be mailed not less than 20 nor more than 180 days prior to
the date fixed for the meeting.


 


SECTION 8.03.                      Call
of Meetings by Corporation or Securityholders.


 


In case at any time the Corporation, pursuant
to a resolution of the Board of Directors, or the holders of at least 25% in
aggregate principal amount of the Securities then outstanding, shall have
requested the Debenture Trustee to call a meeting of Securityholders, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Debenture Trustee shall not have mailed the
notice of such meeting within 20 days after receipt of such request, then the
Corporation or such Securityholders may determine the time and the place in New
York, New York for such meeting and may call such meeting to take any action
authorized in Section 8.01, by mailing notice thereof as provided in Section
8.02.


 


SECTION 8.04.                      Qualifications
for Voting.


 


To be entitled to vote at any meeting of
Securityholders a Person shall (a) be a holder of one or more Securities or (b)
a Person appointed by an instrument in writing as proxy by a holder of one or
more Securities. The only Persons who shall be entitled to be present or to
speak at any meeting of Securityholders shall be the Persons entitled to vote
at such meeting and their counsel and any representatives of the Debenture
Trustee and its counsel and any representatives of the Corporation and its
counsel.


 


SECTION 8.05.                      Regulations.


 


Notwithstanding any other provisions of this
Indenture, the Debenture Trustee may make such reasonable regulations as it may
deem advisable for any meeting of Securityholders, in regard to proof of the
holding of Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination
of proxies, certificates and other evidence of the right to vote, and such
other matters concerning the conduct of the meeting as it shall think fit.


 


The Debenture Trustee shall, by an instrument
in writing, appoint a temporary chairman of the meeting, unless the meeting
shall have been called by the Corporation or by Securityholders as provided in
Section 8.03, in which case the Corporation or the Securityholders calling the
meeting, as the case may be, shall in like manner appoint a temporary


 


48

















 


chairman. A permanent chairman
and a permanent secretary of the meeting shall be elected by majority vote of
the meeting.


 


Subject to the provisions of Section 8.04, at
any meeting each holder of Securities or proxy therefor shall be entitled to
one vote for each $50.00 principal amount of Securities held or represented by
him; provided, however, that no vote shall be
cast or counted at any meeting in respect of any Security challenged as not
outstanding and ruled by the chairman of the meeting to be not outstanding. The
chairman of the meeting shall have no right to vote other than by virtue of
Securities held by him or instruments in writing as aforesaid duly designating
him as the person to vote on behalf of other Securityholders. Any meeting of
Securityholders duly called pursuant to the provisions of Section 8.02 or 8.03
may be adjourned from time to time by a majority of those present, and the
meeting may be held as so adjourned without further notice.


 


SECTION 8.06.                      Voting.


 


The vote upon any resolution submitted to any
meeting of holders of Securities shall be by written ballots on which shall be
subscribed the signatures of such holders or of their representatives by proxy
and the serial number or numbers of the Securities held or represented by them.
The permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record in duplicate
of the proceedings of each meeting of Securityholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the
original reports of the inspectors of votes on any vote by ballot taken thereat
and affidavits by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was
mailed as provided in Section 8.02. The record shall show the serial numbers of
the Securities voting in favor of or against any resolution. The record shall
be signed and verified by the affidavits of the permanent chairman and
secretary of the meeting and one of the duplicates shall be delivered to the
Corporation and the other to the Debenture Trustee to be preserved by the
Debenture Trustee, the latter to have attached thereto the ballots voted at the
meeting.


 


Any record so signed and verified shall be
conclusive evidence of the matters therein stated.


 


ARTICLE IX

AMENDMENTS


 


SECTION 9.01.                      Without
Consent of Securityholders.


 


The Corporation, when authorized by a Board
Resolution, and the Debenture Trustee may from time to time and at any time
amend the Indenture, without the consent of the Securityholders, for one or
more of the following purposes:


 


(a)           to
evidence the succession of another Person to the Corporation, or successive
successions, and the assumption by the successor Person of the covenants,
agreements and obligations of the Corporation pursuant to Article X;


 


49

















 


(b)           to
add additional Events of Default or to add to the covenants of the Corporation
such further covenants, restrictions or conditions for the protection of the
Securityholders as the Board of Directors and the Debenture Trustee shall
consider to be for the protection of the Securityholders, and to make the
occurrence, or the occurrence and continuance, of a default in any of such
additional covenants, restrictions or conditions a Default or an Event of
Default permitting the enforcement of all or any of the remedies provided in
this Indenture as herein set forth; provided, however,
that in respect of any such additional covenant, restriction or condition such
amendment may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other
defaults) or may provide for an immediate enforcement upon such default or may
limit the remedies available to the Debenture Trustee upon such default;


 


(c)           to
provide for the issuance under this Indenture of Securities in coupon form
(including Securities registrable as to principal only) and to provide for
exchangeability of such Securities with the Securities issued hereunder in
fully registered form and to make all appropriate changes for such purpose;


 


(d)           to
cure any ambiguity or to correct or supplement any provision contained herein
or in any supplemental indenture which may be defective or inconsistent with
any other provision contained herein or in any supplemental indenture, or to
make such other provisions in regard to matters or questions arising under this
Indenture;


 


(e)           to
evidence and provide for the acceptance of appointment hereunder by a successor
trustee with respect to the Securities;


 


(f)            to
make provision for transfer procedures, certification, book-entry provisions
and all other matters required pursuant to Section 2.07 or otherwise necessary,
desirable or appropriate in connection with the issuance of Securities to
holders of Preferred Securities in the event of a distribution of Securities by
the Trust following a Dissolution Event;


 


(g)           to
qualify or maintain qualification of this Indenture under the Trust Indenture
Act; or


 


(h)           to
ensure that the Trust is not required to register as an investment company
under the Investment Company Act; or


 


(i)            to
make any change that does not adversely affect the rights of any Securityholder
in any material respect;


 


provided that any
such amendment does not materially adversely affect the interests of
Securityholders or cause the Trust to be treated other than as a grantor trust
for United States federal income tax purposes.


 


The Debenture Trustee is hereby authorized to
join with the Corporation in the execution of any supplemental indenture to
effect such amendment, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Debenture Trustee
shall not be obligated to, but may in its discretion, enter into any such
supplemental indenture which affects


 


50

















 


the Debenture Trustee’s own
rights, duties, privileges or immunities under this Indenture or otherwise.


 


Any amendment to the Indenture authorized by
the provisions of this Section 9.01 may be executed by the Corporation and the
Debenture Trustee without the consent of the holders of any of the Securities
at the time outstanding, notwithstanding any of the provisions of Section 9.02.


 


SECTION 9.02.                      With
Consent of Securityholders.


 


With the consent (evidenced as provided in
Section 7.01) of the holders of a majority in aggregate principal amount of the
Securities at the time outstanding, the Corporation, when authorized by a Board
Resolution, and the Debenture Trustee may from time to time and at any time
amend the Indenture for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the holders of the Securities; provided, however, that no such amendment shall, without the
consent of the holders of each Security then outstanding and affected thereby
(i) change the Maturity Date of any Security, or reduce the principal amount
of, or any installment of principal of or Interest on the Securities; (ii)
reduce the rate or extend the time of payment of Interest (including Contingent
Interest, if any); (iii) change any of the provisions of Article XIV relating
to redemption; (iv) change the Conversion Rate except as provided in Section
17.03 and Section 17.04 with respect to adjustment of the Conversion Rate, or
otherwise change the right to convert the Securities in a manner that would be
adverse to Securityholders; (v) make the principal of, or Interest (including
Contingent Interest, if any) payment on, the Securities payable in any coin or
currency other than that provided herein; (vi) change any obligation of the
Corporation to maintain an office or agency in the places and for the purposes
required by the Indenture or change the place of payment where the Securities
or any Interest payment thereon is payable; (vii) impair or affect the right of
any holder of Securities to institute suit for the payment of the Securities as
provided herein; (viii) reduce the percentage of the principal amount of the
Securities required to consent to modify or amend the Indenture or for any
waiver of compliance with provisions of the Indenture as stated herein or for
waiver of Defaults as stated herein; (ix) make any change adverse to a Holder
with respect to the subordination provisions of Article XV; or (x) modify any
of the foregoing provisions; provided, however,
that if the Securities are held by the Trust, no such modification or amendment
referred to in clauses (i) through (x) shall be effective until the holders of
not less than a majority of the aggregate liquidation amount of the Trust
Securities shall have consented to such modification or amendment; and provided
further, however, that where a consent under the Indenture would require the
consent of Securityholders of more than a majority of the principal amount of
the Securities, such modification or amendment shall not be effective until the
holders of at least the same proportion in aggregate stated liquidation amount
of the Trust Securities shall have consented to such modification or amendment.


 


Upon the request of the Corporation
accompanied by a copy of a resolution of the Board of Directors certified by
its secretary or assistant secretary authorizing the execution of any
supplemental indenture effecting such amendment, and upon the filing with the
Debenture Trustee of evidence of the consent of Securityholders as aforesaid,
the Debenture Trustee shall join with the Corporation in the execution of such
supplemental indenture unless such


 


51

















 


supplemental indenture affects
the Debenture Trustee’s own rights, duties, privileges or immunities under this
Indenture or otherwise, in which case the Debenture Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.


 


Promptly after the execution by the
Corporation and the Debenture Trustee of any supplemental indenture pursuant to
the provisions of this Section, the Debenture Trustee, at the expense of the
Corporation, shall transmit by mail, first-class postage prepaid, a notice,
prepared by the Corporation, setting forth in general terms the substance of
such supplemental indenture, to the Securityholders as their names and
addresses appear upon the Security Register. Any failure of the Debenture
Trustee to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.


 


It shall not be necessary for the consent of
the Securityholders under this Section 9.02 to approve the particular form of
any proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.


 


SECTION 9.03.                      Compliance
with Trust Indenture Act; Effect of Supplemental Indentures.


 


Any supplemental indenture executed pursuant
to the provisions of this Article IX shall comply with the Trust Indenture Act.
Upon the execution of any supplemental indenture pursuant to the provisions of
this Article IX, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties, privileges and immunities under this Indenture of
the Debenture Trustee, the Corporation and the holders of Securities shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.


 


SECTION 9.04.                      Notation
on Securities.


 


Securities authenticated and delivered after
the execution of any supplemental indenture affecting such Securities pursuant
to the provisions of this Article IX may bear a notation in form approved by
the Debenture Trustee as to any matter provided for in such supplemental
indenture. If the Corporation or the Debenture Trustee shall so determine, new
Securities so modified as to conform, in the opinion of the Debenture Trustee
and the Board of Directors, to any modification of this Indenture contained in
any such supplemental indenture may be prepared and executed by the Corporation,
authenticated by the Debenture Trustee or the Authenticating Agent and
delivered in exchange for the Securities then outstanding.


 


SECTION 9.05.                      Evidence
of Compliance of Supplemental Indenture to Be Furnished to Debenture Trustee.


 


The Debenture Trustee, subject to the
provisions of Sections 6.01 and 6.02, may receive an Officers’ Certificate and
an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant hereto complies with the requirements of this Article IX.


 


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ARTICLE X

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE


 


SECTION 10.01.                    Corporation
May Consolidate, Etc., on Certain Terms.


 


The Corporation may not consolidate with or
merge into any other Person or convey, transfer or lease all or substantially
all of its assets to any Person, and no Person may consolidate with or merge
into the Corporation or convey, transfer or lease all or substantially all of
its assets to the Corporation, unless:


 


(1)           the
Corporation is the surviving Person, or the Person formed by or surviving any
such consolidation or merger (if other than the Corporation) or to which such
sale, conveyance, transfer or lease of property is made is a Person organized
and existing under the laws of the United States or any State thereof or the
District of Columbia;


 


(2)           upon
any such consolidation, merger, sale, conveyance, transfer or lease, the due
and punctual payment of the principal of and Interest (including Contingent
Interest, if any) on the Securities according to their tenor and the due and
punctual performance and observance of all the covenants and conditions of this
Indenture to be kept or performed by the Corporation shall be expressly
assumed, by supplemental indenture (which shall conform to the provisions of
the Trust Indenture Act as then in effect) satisfactory in form to the
Debenture Trustee executed and delivered to the Debenture Trustee by the Person
formed by such consolidation, or into which the Corporation shall have been
merged, or by the Person which shall have acquired such property or assets, as
the case may be; and


 


(3)           immediately
after giving effect to such consolidation, merger, sale, conveyance, transfer
or lease, no Default or Event of Default shall exist.


 


SECTION 10.02.                    Successor
Corporation to Be Substituted for Corporation.


 


In case of any such consolidation, merger,
conveyance or transfer and upon the assumption by the successor corporation, by
supplemental indenture, executed and delivered to the Debenture Trustee and
satisfactory in form to the Debenture Trustee, of the obligation of due and
punctual payment of the principal of and Interest (including Contingent
Interest, if any) on all of the Securities and the due and punctual performance
and observance of all of the covenants and conditions of this Indenture to be
performed or observed by the Corporation, such successor Person shall succeed
to and be substituted for the Corporation, with the same effect as if it had
been named herein as the party of the first part, and the Corporation thereupon
shall be relieved of any further liability or obligation hereunder or upon the
Securities. Such successor Person thereupon may cause to be signed, and may
issue either in its own name or in the name of Affiliated Managers Group, Inc.,
any or all of the Securities issuable hereunder which theretofore shall not
have been signed by the Corporation and delivered to the Debenture Trustee or
the Authenticating Agent; and, upon the order of such successor Person instead
of the Corporation and subject to all the terms, conditions and limitations in
this Indenture prescribed, the Debenture


 


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Trustee or the Authenticating
Agent shall authenticate and deliver any Securities which previously shall have
been signed and delivered by the officers of the Corporation to the Debenture
Trustee or the Authenticating Agent for authentication, and any Securities
which such successor Person thereafter shall cause to be signed and delivered to
the Debenture Trustee or the Authenticating Agent for that purpose. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had
been issued at the date of the execution hereof.


 


SECTION 10.03.                    Opinion
of Counsel to Be Given to Debenture Trustee.


 


The Debenture Trustee, subject to the
provisions of Sections 6.01 and 6.02, may receive an Opinion of Counsel as
conclusive evidence that any consolidation, merger, sale, conveyance, transfer
or lease, and any assumption, permitted or required by the terms of this
Article X complies with the provisions of this Article X.


 


ARTICLE XI

SATISFACTION AND DISCHARGE OF INDENTURE


 


SECTION 11.01.                    Discharge
of Indenture.


 


When (a) the Corporation shall deliver to the
Debenture Trustee for cancellation all Securities theretofore authenticated
(other than any Securities which shall have been destroyed, lost or stolen and
which shall have been replaced as provided in Section 2.07) and not theretofore
cancelled, or (b) all the Securities not theretofore cancelled or delivered to
the Debenture Trustee for cancellation shall have become due and payable, or
are by their terms to become due and payable within one year or are to be
called for redemption within one year under arrangements satisfactory to the
Debenture Trustee for the giving of notice of redemption, and the Corporation
shall deposit with the Debenture Trustee, in trust, funds sufficient to pay on
the Maturity Date or upon redemption all of the Securities (other than any
Securities which shall have been destroyed, lost or stolen and which shall have
been replaced as provided in Section 2.07) not theretofore cancelled or
delivered to the Debenture Trustee for cancellation, including principal and
Interest due or to become due to the Maturity Date or redemption date, as the
case may be, but excluding, however, the amount of any moneys for the payment
of principal of or Interest on the Securities (1) theretofore repaid to the
Corporation in accordance with the provisions of Section 11.04, or (2) paid to
any State or to the District of Columbia pursuant to its unclaimed property or
similar laws, and if in either case the Corporation shall also pay or cause to
be paid all other sums payable hereunder by the Corporation, then this
Indenture shall cease to be of further effect except for the provisions of
Sections 2.02, 2.03, 2.04, 2.06, 2.07, 2.10, 2.11, 3.01, 3.02, 3.04, 4.01,
4.02, 5.02, 5.04, 6.05, 6.06, 6.10 and 11.04, Article XVII and Article XVIII,
which shall survive until such Securities shall mature and be paid. Thereafter,
Sections 6.06, 6.10 and 11.04 shall survive, and the Debenture Trustee, on
demand of the Corporation accompanied by any Officers’ Certificate and an
Opinion of Counsel and at the cost and expense of the Corporation, shall
execute proper instruments acknowledging satisfaction of and discharging this
Indenture; the Corporation, however, hereby agrees to reimburse the Debenture
Trustee for any costs or expenses thereafter reasonably and properly incurred
by the Debenture Trustee in connection with this Indenture or the Securities.


 


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SECTION 11.02.                    Deposited
Moneys and U.S. Government Obligations to Be Held in Trust by Debenture
Trustee.


 


Subject to the provisions of Section 11.04,
all moneys and U.S. Government Obligations deposited with the Debenture Trustee
pursuant to Sections 11.01 or 11.05 shall be held in trust and applied by it to
the payment, either directly or through any paying agent (including the
Corporation if acting as its own paying agent), to the holders of the
particular Securities for the payment of which such moneys or U.S. Government
Obligations have been deposited with the Debenture Trustee, of all sums due and
to become due thereon for principal and Interest.


 


The Corporation shall pay and indemnify the
Debenture Trustee against any tax, fee or other charge imposed on or assessed
against the U.S. Government Obligations deposited pursuant to Section 11.05 or
the principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the holders of outstanding
Securities.


 


SECTION 11.03.                    Paying
Agent to Repay Moneys Held.


 


Upon the satisfaction and discharge of this
Indenture all moneys then held by any paying agent of the Securities (other
than the Debenture Trustee) shall, upon written demand of the Corporation, be
repaid to it or paid to the Debenture Trustee, and thereupon such paying agent
shall be released from all further liability with respect to such moneys.


 


SECTION 11.04.                    Return
of Unclaimed Moneys.


 


Any moneys deposited with or paid to the
Debenture Trustee or any paying agent for payment of the principal of or
Interest on Securities and not applied but remaining unclaimed by the holders
of Securities for two years after the date upon which the principal of or
Interest on such Securities, as the case may be, shall have become due and
payable, shall be repaid to the Corporation by the Debenture Trustee or such
paying agent on written demand; and the holder of any of the Securities shall
thereafter look only to the Corporation for any payment which such holder may
be entitled to collect and all liability of the Debenture Trustee or such
paying agent with respect to such moneys shall thereupon cease.


 


SECTION 11.05.                    Defeasance
Upon Deposit of Moneys or U.S. Government Obligations.


 


The Corporation shall be deemed to have been
Discharged (as defined below) from its obligations with respect to the
Securities after the applicable conditions set forth below have been satisfied:


 


(a)           the
Corporation shall have deposited or caused to be deposited irrevocably with the
Debenture Trustee or the Defeasance Agent (as defined below) as trust funds in
trust, specifically pledged as security for, and dedicated solely to, the
benefit of the holders of the Securities (i) money in an amount, or (ii) U.S.
Government obligations which through the payment of interest and principal in
respect thereof in accordance with their terms will provide, not later than one
day before the due date of any payment, money in an amount, or (iii) a
combination of (i) and (ii), sufficient, in the opinion (with respect to (ii)
and (iii)) of a nationally recognized firm of independent public accountants
expressed in a written certification thereof


 


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delivered to the Debenture Trustee and the Defeasance Agent, if any, to
pay and discharge each installment of principal of and Interest on the
outstanding Securities on the dates such installments of principal or Interest
are due;


 


(b)           no
Default or Event of Default (including as a result of such deposit) with
respect to the Securities shall have occurred and be continuing on the date of
such deposit;


 


(c)           such
deposit and the related intended consequence will not result in any default or
event of default under any material indenture, agreement or other instrument
binding upon the Corporation or its Subsidiaries or any of their properties;


 


(d)           the
Corporation shall have delivered to the Debenture Trustee and the Defeasance
Agent, if any, an opinion of independent tax counsel or a private letter ruling
issued by the Internal Revenue Service to the effect that holders of the
Securities will not recognize income, gain or loss for United States federal
income tax purposes as a result of the exercise of the option under this
Section 11.05 and will be subject to United States federal income tax on the
same amount and in the same manner and at the same times as would have been the
case if such option had not been exercised; and


 


(e)           the
Corporation shall have delivered to the Trustee and the Defeasance Agent, if
any, an Officer’s Certificate and an Opinion of Counsel each stating that all
conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with.


 


“Discharged” means that the Corporation shall
be deemed to have paid and discharged the entire indebtedness represented by,
and obligations under, the Securities and to have satisfied all the obligations
under this Indenture relating to the Securities (and the Debenture Trustee, at
the expense of the Corporation, shall execute proper instruments acknowledging
the same), except (A) the rights of holders of Securities to receive, from the
trust fund described in clause (1) above, payment of the principal of and the
Interest on the Securities when such payments are due; (B) the Corporation’s
obligations with respect to the Securities under Sections 2.06, 2.07, 5.02,
5.04, 6.05 and 11.04 and Article XVII; and (C) the rights, powers, trusts,
duties, privileges and immunities of the Debenture Trustee hereunder.


 


“Defeasance Agent” means another financial
institution which is eligible to act as Debenture Trustee hereunder and which
assumes all of the obligations of the Debenture Trustee necessary to enable the
Debenture Trustee to act hereunder. In the event such a Defeasance Agent is
appointed pursuant to this Section, the following conditions shall apply:


 


(a)           The
Debenture Trustee shall have approval rights over the document appointing such
Defeasance Agent and the document setting forth such Defeasance Agent’s rights
and responsibilities; and


 


(b)           The
Defeasance Agent shall provide verification to the Debenture Trustee
acknowledging receipt of sufficient money and/or U.S. Government Obligations to
meet the applicable conditions set forth in this Section 11.05.


 


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ARTICLE XII

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS AND DIRECTORS


 


SECTION 12.01.                    Indenture
and Securities Solely Corporate Obligations.


 


No recourse for the payment of the principal
of or Interest on any Security, or for any claim based thereon or otherwise in
respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Corporation in this Indenture, or in any Security, or because
of the creation of any indebtedness represented thereby, shall be had against
any incorporator, stockholder, officer or director, as such, past, present or
future, of the Corporation or of any successor Person to the Corporation,
either directly or through the Corporation or any successor Person to the
Corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of the Securities.


 


ARTICLE XIII

PURCHASE AT THE OPTION OF HOLDER

UPON CHANGE IN CONTROL


 


SECTION 13.01.                    Repurchase
Right.


 


In the event that a Change in Control shall occur
while any of the Securities are outstanding, each Holder shall have the right
(the “Repurchase Right”), at the Holder’s option to require the Corporation to
repurchase, and upon the exercise of such right the Corporation shall
repurchase, all of such Holder’s Securities not theretofore called for
redemption, or any portion of the principal amount thereof that is equal to
$50.00 or any integral multiple thereof (provided that no single Security may
be repurchased in part unless the portion of the principal amount of such
Security to be outstanding after such repurchase is equal to $50.00 or integral
multiples thereof), on the date (the “Repurchase Date”) that is 60 days after
the effective date of the Change in Control at a purchase price equal to 100% of
the principal amount of the Securities to be repurchased, plus accrued and
unpaid Interest (including Deferred Interest and Contingent Interest, if any) to,
but excluding, the Repurchase Date (the “Repurchase Price”).


 


SECTION 13.02.                    Notices,
Method of Exercised Repurchase Right.


 


As promptly as practicable following the date
the Corporation publicly announces such transaction but in no event less than
15 days prior to the anticipated effective date of a Change in Control, the
Corporation shall give to all Holders of Securities notice of the Change in
Control transaction and of the Repurchase Right set forth herein arising as a
result thereof (the “Company Notice”). 
The Corporation shall also deliver a copy of such notice to the
Debenture Trustee, in its capacity as such and as Property Trustee.  Each notice of a Repurchase Right shall
state:


 


(i)            a brief description of
the event or events constituting the Change in Control and the Repurchase Date;


 


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(ii)           the date by which the
Repurchase Right must be exercised, which shall be the second Business Day
prior to the Repurchase Date;


 


(iii)          the Repurchase Price;


 


(iv)          a description of the
procedure which a Holder must follow to exercise a Repurchase Right, and the
place or places where such Securities, are to be surrendered for payment of the
Repurchase Price and accrued and unpaid Interest, if any;


 


(v)           that on the Repurchase
Date the Repurchase Price and accrued and unpaid Interest, if any, will become
due and payable upon each such Security designated by the Holder to be
repurchased, and that Interest thereon shall cease to accrue on and after said
date;


 


(vi)          the Conversion Rate then
in effect and the place where such Securities may be surrendered for conversion;


 


(vii)         that the Repurchase
Notice is irrevocable and that Securities as to which a Repurchase Notice has
been given may not thereafter be converted;


 


(viii)        the place or places where
such Securities, together with the Repurchase Notice are to be delivered for
payment of the Repurchase Price and accrued and unpaid Interest, if any; and


 


(ix)           whether the Conversion
Rate will be increased by a number of Make-Whole Shares upon conversion in
accordance with the provisions of Section 17.04.


 


No failure of the Corporation to give the
foregoing notices or defect therein shall limit any Holder’s right to exercise
a Repurchase Right or affect the validity of the proceedings for the repurchase
of Securities.


 


SECTION 13.03.                    Repurchase
Date; Exercise of Right.


 


(a)           To
exercise the repurchase right set forth in this Article XIII in respect of all
or a portion of the Securities, the Securityholder thereof shall deliver to the
Corporation and Debenture Trustee, no later than the second Business Day prior
to the Repurchase Date, an irrevocable notice substantially in the form set
forth on the reverse of the form of Security attached as Exhibit A hereto (the “Repurchase
Notice”) setting forth the principal amount of Securities to be repurchased
and, if such Securities are in certificated form, surrender to the Debenture
Trustee the Securities to be repurchased, duly endorsed or assigned to the
Corporation or in blank. In addition, a holder of Preferred Securities may
exercise its right under the Trust Agreement to exchange such Preferred
Securities for Securities which shall be repurchased by the Corporation by
delivering to the Exchange Agent an irrevocable Notice of Repurchase Election (as
such term is defined in the Declaration) setting forth the information required
thereby and directing the Exchange Agent (i) to exchange such Preferred
Security for a portion of the Securities held by the Trust (at an exchange rate
of $50.00 principal amount of Securities for each Preferred Security), and (ii)
to immediately require the Corporation to repurchase such Securities on the
Repurchase Date, on behalf of such holder of Preferred Securities pursuant to


 


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this Article XIII and, if such Preferred Securities are in certificated
form, surrendering such Preferred Securities, duly endorsed or assigned to the
Corporation or in blank. So long as any Preferred Securities are outstanding,
the Trust shall not exercise the Repurchase Right in respect of any Securities
except pursuant to a Notice of Repurchase Election delivered to the Exchange
Agent by a holder of Preferred Securities.


 


(b)           In
the event a Repurchase Right shall be exercised in accordance with the terms
hereof, the Corporation shall pay or cause to be paid to the Debenture Trustee
the Repurchase Price in cash, as provided above, for payment to the Holder on
the Repurchase Date, together with accrued and unpaid Interest (including
Deferred Interest and Contingent Interest, if any)  to the Repurchase Date payable in cash with
respect to the Securities as to which the Repurchase Right has been exercised.


 


(c)           If
any Security (or portion thereof) surrendered for repurchase shall not be so
paid on the Repurchase Date, the principal amount of such Security (or portion
thereof, as the case may be) shall, until paid, bear Interest to the extent
permitted by applicable law from the Repurchase Date at the rate of Interest on
the Security.


 


Any Security which is to be repurchased only
in part shall be surrendered to the Debenture Trustee (with, if the Corporation
or the Debenture Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Corporation and the Debenture
Trustee duly executed by the Holder thereof or his attorney duly authorized in
writing), and the Corporation shall execute, and the Debenture Trustee shall
authenticate and make available for delivery to the Holder of such Security
without service charge, a new Security or Securities, containing identical
terms and conditions, each in an authorized denomination in aggregate principal
amount equal to and in exchange for the unrepurchased portion of the principal
of the Security so surrendered.


 


The Corporation shall comply with the
requirements of the Securities Exchange Act of 1934 and any other securities
laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of the Securities as a result of a
Change in Control.


 


ARTICLE XIV

REDEMPTION OF SECURITIES


 


SECTION 14.01.                    Special
Event Redemption.


 


If, a Special Event that adversely affects
the status of the Trust, the Preferred Securities or the Securities has
occurred and is continuing, the Corporation shall have the right, at any time
following the occurrence of such Special Event, upon (i) not less than 45 days
written notice to the Debenture Trustee and (ii) not less than 20 days nor more
than 60 days written notice to the Securityholders, to redeem the Securities,
in whole (but not in part), at the Redemption Price. The Redemption Price shall
be paid prior to 12:00 noon, New York City time, on the date of such redemption
or such earlier time as the Corporation determines, provided that the
Corporation shall deposit with the Debenture Trustee an amount sufficient to
pay the


 


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Redemption Price by 10:00 a.m.,
New York City time, on the date such Redemption Price is to be paid.


 


SECTION 14.02.                    Optional
Redemption by Corporation.


 


Subject to Section 14.01, the Securities
shall not be redeemable at the option of the Corporation prior to April 15,
2011.  The Corporation shall have the
right to redeem the Securities, in whole or in part, on one or more occasions
at any time on or after April 15, 2011 if the Closing Price of the Common Stock
for 20 Trading Days 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.


 


If the Securities are only partially redeemed
pursuant to this Section 14.02, the Securities to be redeemed shall be selected
on a pro rata basis 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
Securityholders that would be required to hold Securities with an aggregate
principal amount of less than $5,000 but more than an aggregate principal
amount of zero as a result of such pro rata redemption, the Corporation shall
redeem Securities of each such Securityholder so that after such redemption
such Securityholder shall hold Securities either with an aggregate principal
amount of at least $5,000 or such Securityholder no longer holds any
Securities, and shall use such method (including, without limitation, by lot)
as the Corporation shall deem fair and appropriate, provided
further that any such proration may be made on the basis of the
aggregate principal amount of Securities held by each Securityholder and may be
made by making such adjustments as the Corporation deems fair and appropriate
in order that only Securities in denominations of $50.00 or integral multiples
thereof shall be redeemed. The Redemption Price shall be paid prior to 12:00
noon, New York City time, on the date of such redemption or at such earlier
time as the Corporation determines, provided that the Corporation shall deposit
with the Debenture Trustee an amount sufficient to pay the Redemption Price by
10:00 a.m., New York City time, on the date such Redemption Price is to be
paid.


 


SECTION 14.03.                    No
Sinking Fund.


 


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


 


SECTION 14.04.                    Notice
of Redemption; Selection of Securities.


 


In case the Corporation shall desire to
exercise the right to redeem all, or, as the case may be, any part of the
Securities in accordance with their terms, it shall fix a date for redemption
and shall mail a notice of such redemption at least 20 and not more than 60
days prior to the date fixed for redemption to the holders of Securities to be
so redeemed as a whole or in part at their last addresses as the same appear on
the Security Register. For purposes of the calculation of the date of
redemption and the dates on which notices are given pursuant to this Section
14.04, a redemption notice shall be deemed to be given on the day such notice
is first mailed by first-class mail, postage prepaid, to holders. 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 by mail or any defect in the notice to the holder
of any


 


60

















 


Security designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security.


 


Each such notice of redemption shall specify
the CUSIP number of the Securities to be redeemed, the date fixed for
redemption, the Redemption Price at which the Securities are to be redeemed (or
the method by which such Redemption Price is to be calculated), the place or
places of payment that payment will be made upon presentation and surrender of
the Securities, that Interest accrued to the date fixed for redemption will be
paid as specified in said notice, that on and after said date Interest thereon
or on the portions thereof to be redeemed will cease to accrue, the
then-current Conversion Price, the name and address of the Paying Agent and the
Conversion Agent, that the Securities called for redemption may be converted at
any time before 5:00 p.m. New York City time on the Business Day immediately
preceding the redemption date and that Securityholders who wish to convert
Securities must satisfy the requirements in the Indenture and the Securities.
If less than all the Securities are to be redeemed, the notice of redemption
shall specify the numbers of the Securities to be redeemed. In case any
Security is to be redeemed in part only, the notice of redemption shall state
the portion of the principal amount thereof to be redeemed and shall state that
on and after the date fixed for redemption, upon surrender of such Security, a
new Security or Securities in principal amount equal to the portion thereof
that has not been redeemed will be issued.


 


By 10:00 a.m. New York City time on the
redemption date specified in the notice of redemption given as provided in this
Section, the Corporation will deposit with the Debenture Trustee or with one or
more paying agents an amount of money sufficient to redeem on the redemption
date all the Securities so called for redemption at the appropriate Redemption
Price.


 


The Corporation will give the Debenture
Trustee notice not less than 45 days prior to the redemption date as to the
aggregate principal amount of Securities to be redeemed and the Debenture
Trustee shall select, in such manner as in its sole discretion it shall deem
appropriate and fair, the Securities or portions thereof (in integral multiples
of $50.00, except as otherwise set forth in the applicable form of Security) to
be redeemed.


 


SECTION 14.05.                    Payment
of Securities Called for Redemption.


 


If notice of redemption has been given to
Securityholders as provided in Section 14.04, the Securities or portions of
Securities with respect to which such notice has been given shall become due
and payable on the date and at the place or places stated in such notice at the
Redemption Price (subject to the rights of holders of Securities at the close
of business on a regular record date to receive Interest in respect of an
Interest Payment Date occurring on or prior to the Redemption Date), and on and
after said date (unless the Corporation shall default in the payment of such
Securities at the Redemption Price) Interest on the Securities or portions of
Securities so called for redemption shall cease to accrue. On presentation and
surrender of such Securities at a place of payment specified in said notice,
the said Securities or the specified portions thereof shall be paid and
redeemed by the Corporation at the Redemption Price (subject to the rights of
holders of Securities on the close of business on a regular record date to
receive Interest in respect of an Interest Payment Date occurring on or prior
to the Redemption Date).


 


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Upon presentation of any Security redeemed in
part only, the Corporation shall execute and the Debenture Trustee shall
authenticate and make available for delivery to the holder thereof, at the
expense of the Corporation, a new Security or Securities of authorized
denominations, in principal amount equal to the portion of the Security so
presented that has not been redeemed.


 


SECTION 14.06.                    Conversion
Arrangement on Call for Redemption.


 


In connection with any redemption of
Securities, the Corporation 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 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 Article XIV, the obligation of the Corporation 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 Trustee
prior to the Redemption Date, any Securities not duly surrendered for
conversion by the Holders thereof, may, at the option of the Corporation, be
deemed, to the fullest extent permitted by law, acquired by such purchasers
from such Holders and (notwithstanding anything to the contrary contained in
Article XVII) 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 Corporation, the Debenture 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 Corporation for the redemption of Securities. Without
the Debenture Trustee’s prior written consent, no arrangement between the
Corporation 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 Debenture Trustee as set forth in this
Indenture, and the Corporation agrees to indemnify the Debenture 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 Corporation and such purchasers,
including advancement of the costs and expenses incurred by the Debenture
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 this Indenture. Nothing in the preceding
sentence shall be deemed to limit the rights, privileges, immunities and
protections afforded to the Debenture Trustee in Article VI. Nothing in this Section
14.06 shall affect the right of the Holders to receive the full Redemption
Price on the Redemption Date.


 


ARTICLE XV

SUBORDINATION OF SECURITIES


 


SECTION 15.01.                    Agreement
to Subordinate.


 


The Corporation covenants and agrees, and
each holder of Securities issued hereunder likewise covenants and agrees, that
the Securities shall be issued subject to the provisions of this Article XV;
and each holder of a Security, whether upon original issue or upon transfer or
assignment thereof, accepts and agrees to be bound by such provisions.


 


62

















 


The payment by the Corporation of the
principal of and Interest on all Securities issued hereunder shall, to the
extent and in the manner hereinafter set forth, be subordinated and junior in
right of payment to all Senior Indebtedness, whether outstanding at the date of
this Indenture or thereafter incurred.


 


No provision of this Article XV shall prevent
the occurrence of any Default or Event of Default hereunder.


 


SECTION 15.02.                    Default
on Senior Indebtedness.


 


In the event and during the continuation of
any default by the Corporation in the payment of principal, interest or any
other payment due on any Senior Indebtedness, or in the event that any event of
default exists with respect to any Senior Indebtedness that permits the holders
of such Senior Indebtedness to accelerate the maturity of such Senior
Indebtedness, or if any judicial proceeding shall be pending with respect to
any such default or event of default, then, in any such case, no payment shall
be made by the Corporation with respect to the principal (including redemption
payments) of or Interest on the Securities or any other amounts which may be
due on the Securities pursuant to the terms hereof or otherwise.


 


In the event of the acceleration of the
maturity of the Securities, then no payment shall be made by the Corporation
with respect to the principal (including redemption payments) or Interest on
the Securities or any other amounts which may be due on the Securities pursuant
to the terms hereof or otherwise until the holders of all Senior Indebtedness
outstanding at the time of such acceleration shall receive payment in full (whether
in cash, cash equivalents or any other manner reasonably satisfactory to the
holders of Senior Indebtedness) of such Senior Indebtedness (including any
amounts due upon acceleration).


 


In the event that, notwithstanding the
foregoing, any payment shall be received by the Debenture Trustee or otherwise
by or for the benefit of the Securityholders when such payment is prohibited by
the preceding paragraphs of this Section 15.02, such payment shall be held in
trust for the benefit of, and shall be paid over or delivered to, the holders
of Senior Indebtedness or their respective representatives, or to the trustee
or trustees under any indenture pursuant to which any of such Senior
Indebtedness may have been issued, as their respective interests may appear,
but only to the extent that the holders of the Senior Indebtedness (or their
representative or representatives or a trustee) notify the Debenture Trustee in
writing within 90 days of such payment of the amounts then due and owing on
such Senior Indebtedness, and only the amounts specified in such notice to the
Debenture Trustee shall be paid to the holders of such Senior Indebtedness.


 


SECTION 15.03.                    Liquidation;
Dissolution; Bankruptcy.


 


Upon any payment by the Corporation or
distribution of assets of the Corporation of any kind or character, whether in
cash, property or securities, to creditors upon the Corporation’s liquidation,
dissolution, winding up, reorganization, assignment for the benefit of its
creditors, marshaling of its assets or any bankruptcy, insolvency, debt
restructuring or similar proceedings in connection with any insolvency or
bankruptcy proceeding involving the Corporation, all Senior Indebtedness of the
Corporation shall first be paid in full (whether in cash, cash


 


63

















 


equivalents or any other manner
reasonably satisfactory to the holders of Senior Indebtedness) before any
payment is made by the Corporation on account of the principal of or Interest
on the Securities or any other amounts which may be due on the Securities
pursuant to the terms hereof or otherwise; and upon any such event, any payment
by the Corporation, or distribution of assets of the Corporation of any kind or
character, whether in cash, property or securities, which the Securityholders
or the Debenture Trustee would be entitled to receive from the Corporation,
except for the provisions of this Article XV, shall be paid by the Corporation
or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
Person making such payment or distribution, or by the Securityholders or by the
Debenture Trustee under the Indenture if received by them or it, directly to
the holders of Senior Indebtedness of the Corporation (pro rata to such holders
on the basis of the respective amounts of Senior Indebtedness held by such
holders, as calculated by the Corporation) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, to the extent necessary to pay all
such Senior Indebtedness in full (whether in cash, cash equivalents or any
other manner reasonably satisfactory to the holders of Senior Indebtedness)
after giving effect to any concurrent payment or distribution to or for the
holders of such Senior Indebtedness, before any payment or distribution is made
to the Securityholders or to the Debenture Trustee.


 


In the event that, notwithstanding the
foregoing, any payment or distribution of assets of the Corporation of any kind
or character prohibited by the foregoing, whether in cash, property or
securities, shall be received by the Debenture Trustee before all Senior
Indebtedness is paid in full (whether in cash, cash equivalents or any other
manner reasonably satisfactory to the holders of Senior Indebtedness), such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of such Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any indenture
pursuant to which any instruments evidencing such Senior Indebtedness may have
been issued, as their respective interests may appear, as calculated by the
Corporation, for application to the payment of all Senior Indebtedness
remaining unpaid to the extent necessary to pay all such Senior Indebtedness in
full (whether in cash, cash equivalents or any other manner reasonably satisfactory
to the holders of Senior Indebtedness), after giving effect to any concurrent
payment or distribution to or for the benefit of the holders of such Senior
Indebtedness.


 


The consolidation of the Corporation with, or
the merger of the Corporation into, another Person or the liquidation or
dissolution of the Corporation following the sale, conveyance, transfer or
lease of its property as an entirety, or substantially as an entirety, to
another Person upon the terms and conditions provided for in Article X of this
Indenture shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section 15.03 if such other Person
shall, as a part of such consolidation, merger, sale, conveyance, transfer or
lease, comply with the conditions stated in Article X of this Indenture.
Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or
payments to, the Debenture Trustee under or pursuant to Section 6.06 of this
Indenture.


 


SECTION 15.04.                    Subrogation.


 


Subject to the payment in full (whether in
cash, cash equivalents or any other manner reasonably satisfactory to the
holders of Senior Indebtedness) of all Senior Indebtedness, the


 


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rights of the Securityholders
shall be subrogated to the rights of the holders of such Senior Indebtedness to
receive payments or distributions of cash, property or securities of the
Corporation, as the case may be, applicable to such Senior Indebtedness until
the principal of and Interest on the Securities shall be paid in full; and, for
the purposes of such subrogation, no payments or distributions to the holders
of such Senior Indebtedness of any cash, property or securities to which the
Securityholders or the Debenture Trustee would be entitled except for the
provisions of this Article XV, and no payment over pursuant to the provisions
of this Article XV to or for the benefit of the holders of such Senior
Indebtedness by Securityholders or the Debenture Trustee, shall, as between the
Corporation, its creditors other than holders of Senior Indebtedness of the
Corporation, and the holders of the Securities, be deemed to be a payment by
the Corporation to or on account of such Senior Indebtedness. It is understood
that the provisions of this Article XV are and are intended solely for the
purposes of defining the relative rights of the holders of the Securities, on
the one hand, and the holders of such Senior Indebtedness on the other hand.


 


Nothing contained in this Article XV or
elsewhere in this Indenture or in the Securities is intended to or shall
impair, as between the Corporation, its creditors other than the holders of
Senior Indebtedness of the Corporation, and the holders of the Securities, the
obligation of the Corporation, which is absolute and unconditional, to pay to
the holders of the Securities the principal of and Interest on the Securities as
and when the same shall become due and payable in accordance with their terms,
or is intended to or shall affect the relative rights of the holders of the
Securities and creditors of the Corporation, as the case may be, other than the
holders of Senior Indebtedness of the Corporation, as the case may be, nor
shall anything herein or therein prevent the Debenture Trustee or the holder of
any Security from exercising all remedies otherwise permitted by applicable law
upon Default under the Indenture, subject to the rights, if any, under this
Article XV of the holders of such Senior Indebtedness in respect of cash,
property or securities of the Corporation, as the case may be, received upon
the exercise of any such remedy.


 


Upon any payment or distribution of assets of
the Corporation referred to in this Article XV, the Debenture Trustee, subject
to the provisions of Article VI of this Indenture, and the Securityholders
shall be entitled to conclusively rely upon any order or decree made by any
court of competent jurisdiction in which such dissolution, winding-up,
liquidation or reorganization proceedings are pending, or a certificate of the
receiver, trustee in bankruptcy, liquidation trustee, agent or other Person
making such payment or distribution, delivered to the Debenture Trustee or to
the Securityholders, for the purposes of ascertaining the Persons entitled to
participate in such distribution, the holders of Senior Indebtedness and other
indebtedness of the Corporation, as the case may be, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article XV.


 


SECTION 15.05.                    Debenture
Trustee to Effectuate Subordination.


 


Each Securityholder by such Securityholder’s
acceptance thereof authorizes and directs the Debenture Trustee on such
Securityholder’s behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article XV and appoints the
Debenture Trustee such Securityholder’s attorney-in-fact for any and all such
purposes.


 


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SECTION 15.06.                    Notice
by the Corporation.


 


The Corporation shall give prompt written
notice to a Responsible Officer of the Debenture Trustee of any fact known to
the Corporation that would prohibit the making of any payment of monies to or
by the Debenture Trustee in respect of the Securities pursuant to the
provisions of this Article XV. Notwithstanding the provisions of this Article
XV or any other provision of this Indenture, the Debenture Trustee shall not be
charged with knowledge of the existence of any facts that would prohibit the
making of any payment of monies to or by the Debenture Trustee in respect of
the Securities pursuant to the provisions of this Article XV, unless and until
a Responsible Officer of the Debenture Trustee shall have received written
notice thereof from the Corporation or a holder or holders of Senior
Indebtedness or from any trustee therefor; and before the receipt of any such
written notice, the Debenture Trustee, subject to the provisions of Article VI
of this Indenture, shall be entitled in all respects to assume that no such
facts exist; provided, however, that if the
Debenture Trustee shall not have received the notice provided for in this
Section 15.06 at least three Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of or Interest on any Security), then,
anything herein contained to the contrary notwithstanding, the Debenture
Trustee shall have full power and authority to receive such money and to apply
the same to the purposes for which they were received, and shall not be
affected by any notice to the contrary that may be received by it within three
Business Days prior to such date.


 


The Debenture Trustee, subject to the
provisions of Article VI, shall be entitled to conclusively rely on a written
notice delivered to it by a Person representing himself to be a holder of
Senior Indebtedness of the Corporation or a trustee or a representative on
behalf of such holder, as the case may be, to establish that such notice has
been given by a holder of such Senior Indebtedness or a trustee or a
representative on behalf of any such holder or holders. In the event that the
Debenture Trustee determines in good faith that further evidence is required
with respect to the right of any Person as a holder of such Senior Indebtedness
to participate in any payment or distribution pursuant to this Article XV, the
Debenture Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Debenture Trustee as to the amount of such Senior
Indebtedness held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and any other facts pertinent to
the rights of such Person under this Article XV, and, if such evidence is not
furnished, the Debenture Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.


 


Upon any payment or distribution of assets of
the Corporation referred to in this Article XV, the Debenture Trustee and the
Securityholders shall be entitled to conclusively rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit
of creditors, agent or other person making such payment or distribution,
delivered to the Debenture Trustee or to the Securityholders, for the purpose
of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness and other indebtedness of the
Corporation, the amount thereof or payable


 


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thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article XV.


 


SECTION 15.07.                    Rights
of the Debenture Trustee; Holders of Senior Indebtedness.


 


The Debenture Trustee in its individual
capacity shall be entitled to all the rights set forth in this Article XV in
respect of any Senior Indebtedness at any time held by it, to the same extent
as any other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Debenture Trustee of any of its rights as such holder.


 


With respect to the holders of Senior
Indebtedness of the Corporation, the Debenture Trustee undertakes to perform or
to observe only such of its covenants and obligations as are specifically set
forth in this Article XV, and no implied covenants or obligations with respect
to the holders of such Senior Indebtedness shall be read into this Indenture
against the Debenture Trustee. The Debenture Trustee shall not be deemed to owe
any fiduciary duty to the holders of such Senior Indebtedness and, subject to
the provisions of Article VI of this Indenture, the Debenture Trustee shall not
be liable to any holder of such Senior Indebtedness if it shall pay over or
deliver to Securityholders, the Corporation or any other Person money or assets
to which any holder of such Senior Indebtedness shall be entitled by virtue of
this Article XV or otherwise.


 


Nothing in this Article XV shall apply to
claims of, or payments to, the Debenture Trustee under or pursuant to Section
6.06.


 


SECTION 15.08.                    Subordination
May Not Be Impaired.


 


No right of any present or future holder of
any Senior Indebtedness of the Corporation to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Corporation, as the case may be, or by any
act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Corporation, as the case may be, with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
that any such holder may have or otherwise be charged with.


 


Without in any way limiting the generality of
the foregoing paragraph, the holders of Senior Indebtedness of the Corporation
may, at any time and from time to time, without the consent of or notice to the
Debenture Trustee or the Securityholders, without incurring responsibility to
the Securityholders and without impairing or releasing the subordination
provided in this Article XV or the obligations hereunder of the holders of the
Securities to the holders of such Senior Indebtedness, do any one or more of
the following: (i) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, such Senior Indebtedness, or otherwise
amend or supplement in any manner such Senior Indebtedness or any instrument
evidencing the same or any agreement under which such Senior Indebtedness is
outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release
any Person liable in any manner for the collection of such Senior Indebtedness;
and (iv) exercise or refrain from exercising any rights against the
Corporation, as the case may be, and any other Person.


 


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ARTICLE XVI

EXTENSION OF INTEREST PAYMENT PERIOD


 


SECTION 16.01.                    Extension
of Interest Payment Period.


 


So long as the Corporation is not in Default
in the payment of Interest on the Securities, the Corporation shall have the
right, at any time and from time to time during the term of the Securities, to
defer payments of Interest (other than Contingent Interest) by extending the interest
payment period of such Securities for a period not exceeding 20 consecutive
quarterly periods, including the first such quarterly period during such
extension period (an “Extended Interest Payment Period”), during which Extended
Interest Payment Period no Interest (other than Contingent Interest) shall be
due and payable; provided that no Extended Interest Payment Period shall end on
a date other than an Interest Payment Date or extend beyond the Maturity Date
or, with respect to any Securities called for redemption, the Redemption Date
with respect to such Securities. To the extent permitted by applicable law,
Interest, the payment of which has been deferred because of the extension of
the interest payment period pursuant to this Section 16.01, will bear interest
thereon at the Coupon Rate compounded quarterly for each quarterly period of
the Extended Interest Payment Period (“Compounded Interest”). At the end of the
Extended Interest Payment Period, the Corporation shall pay all Interest
accrued and unpaid on the Securities, including any Additional Sums, Liquidated
Damages and Compounded Interest (together, “Deferred Interest”) that shall be
payable to the holders of the Securities in whose names the Securities are
registered in the Security Register on the first record date preceding the end
of the Extended Interest Payment Period. Before the termination of any Extended
Interest Payment Period, the Corporation may further defer payments of Interest
(other than Contingent Interest) by further extending such period, provided
that such period, together with all such previous and further extensions within
such Extended Interest Payment Period, shall not exceed 20 consecutive
quarterly periods, including the first such quarterly period during such
Extended Interest Payment Period, end on a date other than an Interest Payment
Date or extend beyond the Maturity Date of the Securities or, with respect to
any Securities called for redemption, the Redemption Date with respect to such
Securities. Upon the termination of any Extended Interest Payment Period and
the payment of all Deferred Interest then due, the Corporation may commence a
new Extended Interest Payment Period, subject to the foregoing requirements. No
Interest (other than Contingent Interest) shall be due and payable during an
Extended Interest Payment Period, except at the end thereof, but the
Corporation may prepay at any time all or any portion of the Interest accrued
during an Extended Interest Payment Period. 
The payment of Contingent Interest may not, under any circumstances, be
subject to an Extended Interest Payment Period.


 


SECTION 16.02.                    Notice
of Extension.


 


(a)           If
the Property Trustee is the only registered holder of the Securities at the
time the Corporation selects an Extended Interest Payment Period or extends an
Extended Interest Payment Period, the Corporation shall give written notice to
the Administrative Trustees, the Property Trustee and the Debenture Trustee of
its selection of such Extended Interest Payment Period or its extension of an
Extended Interest Payment Period at least five Business Days before the earlier
of (i) the next date on which Distributions on the Preferred Securities are
payable, or (ii) the date the Property Trustee is required to give notice of
the record date or the payment date


 


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of such related Distributions for the first quarter of such Extended
Interest Payment 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 payment date.


 


(b)           If
the Property Trustee is not the only holder of the Securities at the time the
Corporation selects an Extended Interest Payment Period or extends an Extended
Interest Payment Period, the Corporation shall give the holders of the
Securities and the Debenture Trustee written notice of its selection of such
Extended Interest Payment Period or its extension of an Extended Interest
Payment Period at least 10 Business Days before the earlier of (i) the Interest
Payment Date for the first quarter of such Extended Interest Payment Period, or
(ii) the date the Corporation is required to give notice of the record date or
payment date of such related Interest payment for the first quarter of such
Extended Interest Payment Period to any national stock exchange or other organization
on which the Securities are listed or quoted, if any, or to Holders of the
Securities as of the record date or the payment date.


 


(c)           The
quarterly period in which any notice is given pursuant to paragraphs (a) or (b)
of this Section 16.02 shall be counted as one of the 20 quarterly periods
permitted in the maximum Extended Interest Payment Period permitted under
Section 16.01.


 


ARTICLE XVII

CONVERSION OF SECURITIES


 


SECTION 17.01.                    Conversion
Rights.


 


(a)           Subject
to and upon compliance with the provisions of this Article XVII, the Securities
are convertible, at the option of the Securityholder, at any time before 5:00
pm, New York City time, on the Business Day immediately preceding the date of
repayment of such Securities, whether at stated maturity or upon redemption,
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 in aggregate
principal amount of Securities (equal to an initial Conversion Price of $150.00
per share of Common Stock), subject to adjustment as described in this Article
XVII (the “Conversion Rate”).  Subject to
Section 17.01(b) and (c), a Securityholder may convert any portion of the
principal amount of the Securities into that number of fully paid and
nonassessable shares of Common Stock (calculated as to each conversion to the
nearest 1/100th of a share) obtained by multiplying (x) the quotient obtained
by dividing the principal amount of the Securities to be converted by $50.00 by
(y) the Conversion Rate. In case a Security or portion thereof is called for
redemption, such conversion right in respect of the Security or portion so
called shall expire at 5:00 p.m., New York City time on the Business Day
immediately preceding the corresponding redemption date, unless the Corporation
defaults in making the payment due upon redemption.


 


(b)           Unless
the Corporation shall have made the election set forth in Section 17.01(c),
upon conversion of the Securities, the Corporation may satisfy its obligation
to deliver shares of Common Stock in the manner set forth in this Section
17.01(b) by electing to pay cash to Holders of Securities surrendered for
conversion in lieu of all or a portion of the shares of Common Stock issuable
upon conversion of such Securities.  Within
two Business Days following the Conversion Date, the Corporation shall deliver
to the Holder, through the


 


69

















 


Conversion Agent, written notice of whether such Securities shall be
converted into Common Stock or paid in cash or a combination of cash and Common
Stock, and if applicable, the percentage of each share of Common Stock that
will be paid in cash in lieu of Common Stock.  The amount of cash payable in such event in
respect of the shares of Common Stock otherwise issuable upon conversion shall
equal the product of (1) the percentage of each share of Common Stock otherwise
issuable upon conversion which the Corporation elects to pay in cash, (2) the
number of shares of Common Stock otherwise issuable upon conversion of such
Security and (3) the average of the Closing Prices of the Common Stock for each
of the 10 consecutive Trading Days commencing on the third Trading Day
following the Conversion Date, appropriately adjusted to take into account the
occurrence during such period of stock splits and similar events.  If the Corporation shall have notified the
Holder that all of such Securities shall be converted into Common Stock or a
combination of cash and Common Stock, the Corporation shall deliver to the
Holder through the Conversion Agent, as promptly as practicable following the
last Trading Day of the applicable 10 consecutive Trading Day period, a
certificate for the number of whole shares of Common Stock issuable upon the
conversion and, if applicable, cash in lieu of such Common Stock and cash in
lieu of any fractional shares pursuant to Section 17.02(c).  The Corporation may not change its election
with respect to the consideration to be delivered upon conversion of a Security
once the Corporation has notified the Holder in accordance with this paragraph.


 


(c)           At
any time prior to the Maturity Date, the Corporation shall have the option to
unilaterally and irrevocably elect to settle its obligation to deliver shares
of Common Stock with respect to Securities to be converted following such
election in cash, and, if applicable, shares of Common Stock.  If the Corporation shall make this election,
then if a Holder surrenders its Securities for conversion, such holder will
receive, in respect of each $50.00 principal amount of Securities surrendered
for conversion:


 


(i)            cash in an amount
equal to the lesser of (A) $50.00 and (B) the Conversion Value (the “Required
Cash Amount”); and


 


(ii)           if the Conversion Value
is greater than $50.00, a number of shares of Common Stock (the “Remaining
Shares”), equal to the sum of the Daily Share Amounts for each of the ten
consecutive Trading Days in the Conversion Reference Period, subject to the
right of the Corporation to deliver cash in lieu of all or a portion of such
Remaining Shares as described below.


 


On any day prior to the first Trading Day of
the applicable Conversion Reference Period, the Corporation may specify a percentage
of the Daily Share Amount that will be settled in cash (the “Cash Percentage”)
and will notify the Securityholder of such Cash Percentage through written
notice to the Debenture Trustee (the “Cash Percentage Notice”). If the Corporation
elects to specify a Cash Percentage, the amount of cash that the Corporation
will deliver in respect of each Trading Day in the applicable Conversion
Reference Period will equal the product of: (1) the Cash Percentage,
(2) the Daily Share Amount for such Trading Day, and (3) the Volume
Weighted Average Price of the Common Stock for such Trading Day (provided that
after the consummation of a Change in Control in which the consideration is
comprised entirely of cash, the amount used in this clause (3) will be the
cash price per share of Common Stock received by holders of Common Stock in
such Change in Control). The number of shares deliverable in


 


70

















 


respect of each Trading Day in
the applicable Conversion Reference Period will be a percentage of the Daily
Share Amount equal to 100% minus the Cash Percentage. If the Corporation does
not specify a Cash Percentage by the start of the applicable Conversion
Reference Period, the Corporation shall settle 100% of the Daily Share Amount
for each Trading Day in the applicable Conversion Reference Period with shares
of Common Stock; provided, however, that the Corporation will pay cash in lieu
of fractional shares otherwise issuable upon conversion of such Security,
pursuant to Section 17.02(c). The Corporation may, at its option, revoke
any Cash Percentage Notice through written notice to the Debenture Trustee
prior to the start of the applicable Conversion Reference Period.


 


In the event of a stock split, combination,
dividend or any other event resulting in an adjustment to the Conversion Rate
pursuant to Sections 17.03(a), (b), (c), (d) or (e), during the applicable
Conversion Reference Period, appropriate adjustment to the equation for
calculating Conversion Value and Remaining Shares shall be made, as determined
by the Board of Directors.


 


The cash and any shares of Common Stock due
upon conversion of the Securities shall be delivered through the Conversion Agent
as promptly as practicable following the end of the Conversion Reference Period
applicable to the Securities being converted.


 


SECTION 17.02.                    Conversion
Procedures.


 


(a)           To
convert all or a portion of the Securities, the Securityholder thereof shall
deliver to the Conversion Agent an irrevocable Conversion Request setting forth
the principal amount of Securities to be converted, together with the name or
names, if other than the Securityholder, in which the shares of Common Stock
should be issued upon conversion and, if such Securities are in certificated
form, surrender to the Conversion Agent the Securities to be converted, duly
endorsed or assigned to the Corporation or in blank. In addition, a holder of
Preferred Securities may exercise its right under the Declaration to exchange
such Preferred Securities for Securities which shall be converted into Common
Stock by delivering to the Conversion Agent an irrevocable Conversion Request
setting forth the information called for by the preceding sentence and
directing the Conversion Agent (i) to exchange such Preferred Security for a
portion of the Securities held by the Trust (at an exchange rate of $50.00
principal amount of Securities for each Preferred Security), and (ii) to
immediately convert such Securities, on behalf of such Securityholder, into
Common Stock pursuant to this Article XVII and, if such Preferred Securities
are in certificated form, surrendering such Preferred Securities, duly endorsed
or assigned to the Corporation or in blank. So long as any Preferred Securities
are outstanding, the Trust shall not convert any Securities into shares of
Common Stock except pursuant to a Conversion Request delivered to the
Conversion Agent by a holder of Preferred Securities.


 


Except as described in this paragraph, no
distribution will be payable on Securities surrendered for conversion with
respect to any Interest Payment Date subsequent to the date of conversion and
neither the Trust nor the Corporation shall make, or be required to make, any
payment, allowance or adjustment for accumulated and unpaid Interest, whether
or not in arrears, on Securities surrendered for conversion. If any Securities
are surrendered for conversion between the period from 5:00 p.m., New York City
time, on any record date through and


 


71

















 


including the related Interest
Payment Date, the Securities surrendered for conversion must be accompanied by
payment from the Securityholder in next day funds of an amount equal to the
Interest payment which the registered holder on such record date is to receive,
and such Securityholder shall be entitled to receive the Interest payable on
the subsequent Interest Payment Date on the portion of Securities to be
converted, notwithstanding the conversion thereof prior to such Interest
Payment Date. The previous sentence shall not apply in the case of Securities
called for redemption on a Redemption Date between a record date and a related
Interest Payment Date and in the case of any Securities surrendered for
conversion after such Securities have been called for redemption during an
Extended Interest Payment Period as described in the next sentence. If notice
of redemption of Securities is mailed or otherwise given to Securityholders,
then, if any Securityholder converts any 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 Extended Interest Payment Period and on or prior to the
Interest Payment Date upon which such Extended Interest Payment Period ends,
such converting Securityholder 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 Interest Payment Date, all accrued and unpaid Interest on such
Securities to such Interest Payment Date, or (ii) if the date of such
conversion does not fall on a date described in clause (i) above, all accrued
and unpaid Interest on such Securities to the most recent Interest Payment Date
prior to the date of such conversion (even though no Interest was paid on such
date), which Interest shall, in either such case, be paid to such converting
Securityholder unless another Securityholder was the record owner of such
Securities as of 5:00 p.m., New York City time on the record date for which
such Interest payment is made, in which case such Interest payment shall be
paid to such other Securityholder. Except as otherwise set forth above in this
paragraph, in the case of any Security which is converted, Interest (including
Tax Original Issue Discount) which is payable after the date of conversion of
such Security shall not be payable, and the Corporation shall not make nor be
required to make any other payment, adjustment or allowance with respect to
accrued but unpaid Interest (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 Security called for redemption is converted, any
money deposited with the Debenture Trustee or with any paying agent or so
segregated and held in trust for the redemption of such Security shall (subject
to any right of the Securityholder) be paid to the Corporation upon Corporation
Request or, if then held by the Corporation, 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 Conversion Request and any other required deliveries were
received (the “Conversion Date”) by the Conversion Agent from the
Securityholder or from a holder of the Preferred Securities effecting a
conversion thereof pursuant to its conversion rights under the Declaration, as
the case may be. The person or persons entitled to receive the Common Stock
issuable upon such conversion shall be treated for all purposes as a record
holder or holders of such Common Stock as of the Conversion Date.


 


(b)           Subject
to any right of the Securityholder, the fair market value of the fixed number
of shares of Common Stock into which the 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
Interest (including Tax Original Issue Discount) on


 


72

















 


such 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 principal amount at
maturity of the portion of Securities so converted.


 


(c)           No
fractional shares of Common Stock shall be issued as a result of conversion.  Subject to the immediately following
sentence, in lieu of any such fractional shares, the Corporation 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
Securities or Preferred Securities, 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 Securityholder or the holder of the Preferred
Securities so converted.  In the event
that the conversion obligation is settled in accordance with the provisions of
Section 17.01(c), a Holder of a Security otherwise entitled to a fractional share
will receive cash equal to the applicable portion of the arithmetic average of
the Volume Weighted Average price of Common Stock for each of the ten
consecutive Trading Days of the Conversion Reference Period.


 


(d)           In
the event of the conversion of any Security in part only, a new Security or
Securities for the unconverted portion thereof shall be issued in the name of
the Securityholder thereof upon the cancellation thereof in accordance with
Section 2.9.


 


(e)           In
effecting the conversion transactions described in this Section 17.02, the
Conversion Agent is acting as agent of the holders of Preferred Securities (in
the exchange of Preferred Securities for Securities) and as agent of the
Securityholders (in the conversion of Securities 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
Securities held by the Trust from time to time in connection with the
conversion of such Preferred Securities in accordance with this Article XVII,
and (ii) to convert all or a portion of the Securities into Common Stock and
thereupon to deliver such shares of Common Stock in accordance with the
provisions of this Article XVII and to deliver to the Trust a new Security or
Securities for any resulting unconverted principal amount.


 


(f)            Any
certificates representing shares of Common Stock issuable upon conversion of
the Securities shall bear any legend required by Section 2.06.


 


(g)           The
Corporation shall at all times reserve and keep available out of its authorized
and unissued Common Stock, solely for issuance upon the conversion of the
Securities, 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 Securities then outstanding. Notwithstanding the
foregoing, the Corporation shall be entitled to deliver upon conversion of
Securities, shares of Common Stock reacquired and held in the treasury of the
Corporation (in lieu 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 Securities shall be duly authorized, validly
issued and fully paid and nonassessable. The Debenture Trustee shall deliver
the shares of Common Stock received upon conversion of the Securities to the
converting Securityholder


 


73

















 


free and clear of all liens, charges, security interests and
encumbrances, except for United States withholding taxes.


 


SECTION 17.03.                    Conversion
Rate Adjustments.


 


The Conversion Rate shall be subject to
adjustment (without duplication) from time to time as follows:


 


(a)           In
case the Corporation shall, while any of the Securities are outstanding,


 


(i)            pay a dividend or make
a distribution on its Common Stock payable in shares of its Common Stock,


 


(ii)           subdivide its shares of
Common Stock,


 


(iii)          combine its outstanding
shares of Common Stock into a smaller number of shares, or


 


(iv)          issue by
recapitalization or reclassification of its shares of Common Stock any shares
of capital stock of the Corporation,


 


then the Conversion Rate in effect
immediately prior to such action shall be adjusted so that the Holder of a
Security thereafter converted may receive the number of shares of Capital Stock
of the Corporation which such Holder would have owned immediately following
such action if such Holder had converted the Security immediately prior to such
action; provided, however, that no adjustment shall be made to
the Conversion Rate pursuant to this Section 17.03(a) as a result of any
transaction which results in an adjustment to the Conversion Rate in accordance
with Section 17.04.


 


The adjustment shall become effective
immediately after the record date in the case of a dividend or distribution and
immediately after the effective date in the case of a subdivision, combination
or reclassification.


 


If after an adjustment a Holder of a Security
upon conversion of such Security may receive shares of two or more classes of
Capital Stock of the Corporation, the Conversion Rate shall thereafter be
subject to adjustment upon the occurrence of an action taken with respect to
any such class of Capital Stock as is contemplated by this Article 17 with
respect to the Common Stock, on terms comparable to those applicable to Common
Stock in this Article 17.


 


(b)           In
case the Corporation shall, while any of the Securities are outstanding,
distribute any rights, warrants or options to all holders of its Common Stock
entitling them, for a period expiring within 60 days after the record date for
such distribution, to purchase shares of Common Stock at a price per share less
than the Average Closing Price, the Conversion Rate shall be adjusted in
accordance with the formula: 


 




	
  R’ = R

  	
  x

  	
  (O + N)

  
	
  (O + (N x P) /M)

  






 


74

















 


where:


 


	
  R’=

  	
   

  	
  the adjusted Conversion Rate.

  
	
   

  	
   

  	
   

  
	
  R = 

  	
   

  	
  the current Conversion Rate.

  
	
   

  	
   

  	
   

  
	
  O =

  	
   

  	
  the number of shares of Common Stock outstanding on the record date
  for the distribution to which this Section 17.03(b) is being applied.

  
	
   

  	
   

  	
   

  
	
  N =

  	
   

  	
  the number of additional shares of Common Stock offered pursuant to the
  distribution.

  
	
   

  	
   

  	
   

  
	
  P =

  	
   

  	
  the offering price per share of the additional shares.

  
	
   

  	
   

  	
   

  
	
  M = 

  	
   

  	
  the Average Closing Price, minus, in the case of (i) a
  distribution to which Section 17.03(a)(iv) applies or (ii) a
  distribution to which Section 17.03(c) applies, for which, in each case,
  (x) the record date shall occur on or before the record date for the
  distribution to which this Section 17.03(b) applies and (y) the
  Ex-Dividend Time shall occur on or after the date of the first public
  announcement for the distribution to which this Section 17.03(b)
  applies, the fair market value (on the record date for the distribution to
  which this Section 17.03(b) applies) of the

  



 


(1)           Capital Stock of the
Corporation distributed in respect of each share of Common Stock in such
Section 17.03(a)(iv) distribution and


 


(2)           assets of the Corporation
or debt securities or any rights, warrants or options to purchase securities of
the Corporation distributed in respect of each share of Common Stock in such
Section 17.03(c) distribution.


 


The Board of Directors shall determine fair
market values for the purposes of this Section 17.03(b).


 


In the event the Corporation makes a
distribution pursuant to this Section 17.03(b) which has a per share value
equal to more than 15% of the Closing Price of shares of Common Stock on the
day preceding the declaration date for such distribution, the Corporation will
be required to give notice to the holders of Securities at least 20 days prior
to the Ex-Dividend Date for such distribution.


 


The adjustment shall become effective
immediately after the record date for the determination of shareholders
entitled to receive the rights, warrants or options to which this
Section 17.03(b) applies. If all of the shares of Common Stock subject to
such rights, warrants or options have not been issued when such rights,
warrants or options expire, then the Conversion Rate shall promptly be
readjusted to the Conversion Rate that would then be in effect had the
adjustment upon the issuance of such rights, warrants or options been made on
the basis of the actual number of shares of Common Stock issued upon the
exercise of such rights, warrants or options.


 


75

















 


No adjustment shall be made under this
Section 17.03(b) if the application of the formula stated above in this
Section 17.03(b) would result in a value of R’ that is equal to or less
than the value of R.


 


(c)           (i)            In
case the Corporation shall, while any of the Securities are outstanding,
distribute to all holders of its Common Stock any of its assets (including
shares of any Subsidiary or business unit of the Corporation, but excluding
distributions of Capital Stock or equity interests referred to in
Section 17.03(c)(ii)), or debt securities or any rights, warrants or options
to purchase securities of the Corporation (including securities or cash, but
excluding (x) distributions of Capital Stock referred to in
Section 17.03(a) and distributions of rights, warrants or options referred
to in Section 17.03(b) and (y) cash dividends or other cash
distributions referred to in Section 17.03(d)), the Conversion Rate shall
be adjusted, subject to the provisions of Section 17.03(c)(iii), in
accordance with the formula: 


 




	
  R’

  	
  =

  	
  R x M

  
	
  M – F

  






 


where:


 


	
  R’ = 

  	
   

  	
  the adjusted Conversion Rate.

  
	
   

  	
   

  	
   

  
	
  R = 

  	
   

  	
  the current Conversion Rate.

  
	
   

  	
   

  	
   

  
	
  M =

  	
   

  	
  the Average Closing Price, minus, in the case of a distribution to
  which Section 17.03(a)(iv) applies, for which (i) the record date
  shall occur on or before the record date for the distribution to which this
  Section 17.03(c)(i) applies and (ii) the Ex-Dividend Time shall
  occur on or after the date of the Time of Determination for the distribution
  to which this Section 17.03(c)(i) applies, the fair market value (on the
  record date for the distribution to which this Section 17.03(c)(i)
  applies) of any Capital Stock of the Corporation distributed in respect of
  each share of Common Stock in such Section 17.03(a)(iv) distribution.

  
	
   

  	
   

  	
   

  
	
  F =

  	
   

  	
  the fair market value (on the record date for the distribution to which
  this Section 17.03(c)(i) applies) of the assets, securities, rights,
  warrants or options to be distributed in respect of each share of Common
  Stock in the distribution to which this Section 17.03(c)(i) is being
  applied (including, in the case of cash dividends or other cash distributions
  giving rise to an adjustment, all such cash distributed concurrently).

  



 


The Board of Directors shall determine fair
market values for the purposes of this Section 17.03(c)(i).


 


The adjustment shall become effective immediately
after the record date for the determination of shareholders entitled to receive
the distribution to which this Section 17.03(c)(i) applies.


 


(ii)           In
case the Corporation shall, while any of the Securities are outstanding, pay a
dividend or make a distribution to all holders of its Common Stock consisting
of Capital Stock of


 


76

















 


any class or series, or similar
equity interests, of or relating to a Subsidiary or other business unit of the Corporation,
then the Conversion Rate shall be adjusted in accordance with the formula:


 


R’ = R x (1 + F/M)


 


	
  R’ = 

  	
   

  	
  the adjusted Conversion Rate.

  
	
   

  	
   

  	
   

  
	
  R = 

  	
   

  	
  the current Conversion Rate.

  
	
   

  	
   

  	
   

  
	
  M =

  	
   

  	
  the average of the Post-Distribution Prices of the Common Stock for
  the 10 Trading Days commencing on and including the fifth Trading Day after
  the date on which “ex-dividend trading” commences for such dividend or
  distribution on the principal United States exchange or market which such
  securities are then listed or quoted (the “Ex-Dividend Date”).

  
	
   

  	
   

  	
   

  
	
  F =

  	
   

  	
  the fair market value of the securities distributed in respect of
  each share of Common Stock to which this Section 17.03(c)(ii) shall
  apply which shall equal the number of securities distributed in respect of
  each share of Common Stock multiplied by the average of the Post-Distribution
  Prices of those securities distributed for the 10 Trading Days commencing on
  and including the fifth Trading Day after the Ex-Dividend Date.

  



 


“Post-Distribution Price” of Capital Stock or
any similar equity interest on any date means the closing per unit sale price
(or, if no closing sale price is reported, the average of the bid and ask
prices or, if more than one in either case, the average of the average bid and
the average ask prices) on such date for trading of such units on a “when
issued” basis without due bills (or similar concept) as reported in the
composite transactions for the principal United States securities exchange on
which such Capital Stock or equity interest is traded or, if the Capital Stock
or equity interest, as the case may be, is not listed on a United States
national or regional securities exchange, as reported by the National
Association of Securities Dealers Automated Quotation System or by the National
Quotation Bureau Incorporated; provided that if on any date such units have not
traded on a “when issued” basis, the Post-Distribution Price shall be the
closing per unit sale price (or, if no closing sale price is reported, the
average of the bid and ask prices or, if more than one in either case, the
average of the average bid and the average ask prices) on such date for trading
of such units on a “regular way” basis without due bills (or similar concept)
as reported in the composite transactions for the principal United States
securities exchange on which such Capital Stock or equity interest is traded
or, if the Capital Stock or equity interest, as the case may be, is not listed
on a United States national or regional securities exchange, as reported by the
National Association of Securities Dealers Automated Quotation System or by the
National Quotation Bureau Incorporated. In the absence of such quotation, the Corporation
shall be entitled to determine the Post-Distribution Price on the basis of such
quotations which reflect the post-distribution value of the Capital Stock or
equity interests as it considers appropriate.


 


(iii)          In
the event that, with respect to any distribution to which
Section 17.03(c)(i) would otherwise apply, the difference between “M-F” as
defined in the formula set forth in


 


77

















 


Section 17.03(c)(i) is
less than $1.00 or “F” is equal to or greater than “M”, then the adjustment
provided by Section 17.03(c)(i) shall not be made.


 


(iv)          In
the event the Corporation makes a distribution pursuant to this
Section 17.03(c) which has a per share value equal to more than 15% of the
Closing Price of shares of Common Stock on the day preceding the declaration
date for such distribution, the Corporation will be required to give notice to
the holders of Securities at least 20 days prior to the Ex-Dividend Date for
such distribution.


 


(d)           In
case the Corporation shall, while any of the Securities are outstanding,
distribute to all or substantially all holders of its Common Stock any dividend
or other distribution paid exclusively in cash (excluding any dividend or
distribution in connection with the liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary), the Conversion Rate shall
be adjusted in accordance with the formula: 


 




	
  R’ = R

  	
  x

  	
  M

  
	
  (M – C)

  






 


where,


 


	
  R’ = 

  	
   

  	
  the adjusted Conversion Rate;

  
	
   

  	
   

  	
   

  
	
  R = 

  	
   

  	
  the Conversion Rate in effect immediately prior to the Time of
  Determination;

  
	
   

  	
   

  	
   

  
	
  M =

  	
   

  	
  the average of the Closing Prices of the Common Stock for the five
  consecutive Trading Days prior to the Trading Day immediately preceding the
  Time of Determination; and

  
	
   

  	
   

  	
   

  
	
  C =

  	
   

  	
  the amount in cash per share the Corporation distributes to holders
  of the Common Stock (and for which no adjustment has been made).

  



 


(e)           In
case the Corporation shall, while any of the Securities are outstanding, make a
payment of cash or other consideration to holders of Common Stock in respect of
a tender offer or exchange offer, other than an odd-lot offer, for the Common
Stock, and the value of the aggregate cash and other consideration paid for
such Common Stock, expressed as an amount per share of Common Stock validly
tendered or exchanged pursuant to such tender offer or exchange offer, exceeds
the Closing Price of the Common Stock on the Trading Day immediately following
the last time (the “Expiration Time”) on which tenders or exchanges may be made
pursuant to the tender or exchange offer, then the Conversion Rate shall be
adjusted in accordance with the formula:


 




	
  R’ = R

  	
  x

  	
  F + (P x O)

  
	
  O’ x P

  






 


where,


 


R = the Conversion Rate in effect on the
Expiration Time;


 


78

















 


	
  R’ = 

  	
   

  	
  the Conversion Rate in effect immediately after the Expiration Time;

  
	
   

  	
   

  	
   

  
	
  F =

  	
   

  	
  the fair market value (as determined by the Board of Directors) of
  the aggregate value of all cash and any other consideration paid or payable
  for shares of Common Stock validly tendered or exchanged and not withdrawn as
  of the Expiration Time (the “Purchased Shares”);

  
	
   

  	
   

  	
   

  
	
  O =

  	
   

  	
  the number of shares of Common Stock outstanding immediately after
  the Expiration Time less any Purchased Shares;

  
	
   

  	
   

  	
   

  
	
  O’ =

  	
   

  	
  the number of shares of Common Stock outstanding immediately after
  the Expiration Time, including any Purchased Shares; and

  
	
   

  	
   

  	
   

  
	
  P = 

  	
   

  	
  the Closing Price of the Common Stock on the Trading Day next
  succeeding the Expiration Time.

  



 


Such increase (if any) shall become effective
immediately prior to the opening of business on the day following the
Expiration Time. In the event that the Corporation is obligated to purchase
shares pursuant to any such tender offer, but the Corporation is prevented by
applicable law from effecting any such purchases or all such purchases are
rescinded, the Conversion Rate shall again be adjusted to be the Conversion
Rate that would then be in effect if such tender or exchange offer had not been
made. If the application of this Section 17.03(e) to any tender or
exchange offer would result in a decrease in the Conversion Rate, no adjustment
shall be made for such tender or exchange offer under this
Section 17.03(e).


 


(f)            The
Corporation may make such increases in the Conversion Rate, in addition to
those required by Subsections (a) through (e), as it considers to be advisable
to avoid or diminish any income tax to holders of Common Stock or rights to
purchase Common Stock resulting from any dividend or distribution of stock (or
rights to acquire stock) or from any event treated as such for income tax
purposes. The Corporation from time to time may, to the extent permitted by
law,  increase the Conversion Rate by any
amount for any period of time if the period is at least 20 days upon notice by
the Corporation of at least 15 days, the increase is irrevocable during the
period, and the Board of Directors shall have made a determination that such
increase would be in the best interest of the Corporation, which determination
shall be conclusive. Whenever the Conversion Rate is increased pursuant to the
preceding sentence, the Corporation shall mail to Securityholders of record a
notice of the increase at least fifteen days prior to the date the increased
Conversion Rate takes effect, and such notice shall state the increased
Conversion Rate and the period it shall be in effect.


 


(g)           Anything
in this Section 17.03 to the contrary notwithstanding, no adjustment of the
Conversion Rate will be made upon: (a) the issuance of any shares of Common
Stock pursuant to any present or future plan providing for the reinvestment of
dividends or interest payable on securities of the Corporation and the
investment of additional optional amounts in shares of Common Stock under any
such plan, or (b) the issuance of any shares of Common Stock or options or
rights pursuant to any present or future employee benefit plan or program, or
(c) the issuance of any shares of Common Stock pursuant to any option, warrant,
right or any exercisable, exchangeable or convertible security outstanding as
of the date on which the


 


79

















 


Securities are first issued, or (d) the issuance of rights under any
shareholder rights plan, or (e) a change in the par value or a change to no par
value of the Common Stock. To the extent the Securities become convertible into
cash, no adjustments need be made thereafter as to the cash and interest will
not accrue on the cash.


 


(h)           No
adjustment in the Conversion Rate shall be required unless such adjustment
would require an increase or decrease of at least 1% in the Conversion Rate; provided, however, that any adjustments which by reason of
this Section 17.03(h) are not required to be made shall be carried forward and
taken into account in determining whether any subsequent adjustment shall be
required. The adjusted Conversion Rate will be rounded to four decimal places.


 


(i)            If
any action would require adjustment of the Conversion Rate pursuant to more
than one of the provisions described above, only one adjustment shall be made
and such adjustment shall be the amount of adjustment that has the highest
absolute value to the Securityholders.


 


(j)            Notwithstanding
the foregoing, in no event will the Conversion Rate exceed 0.4928 (as adjusted
pursuant to Sections 17.03(a), (b), (c), (d) and (e) above).


 


SECTION 17.04.                    Conversion
Rate Adjustments Upon Change in Control.


 


(a)           If
a Change in Control occurs prior to April 15, 2016 and a Holder elects to
convert its Securities in connection with such Change in Control, the
Corporation will increase the applicable Conversion Rate for the Securities
surrendered for conversion by a number of additional shares of Common Stock
(the “Make-Whole Shares”), as described in this Section 17.04. A
conversion of Securities will be deemed for the purposes of this Section 17.04
to be “in connection with” a Change in Control transaction if the notice of
conversion of the Securities is received by the Conversion Agent from and
including the date that is ten Trading Days prior to the anticipated effective
date of the Change in Control, up to and including the Trading Day prior to the
related purchase date.


 


The number of Make-Whole Shares will be
determined by reference to the table below and is based on the date which such
Change in Control transaction becomes effective (the “Change in Control
Effective Date”) and the price (the “Stock Price”) paid per share of Common
Stock in such Change in Control transaction. If the holders of Common Stock
receive only cash in the Change in Control transaction, the Stock Price shall
be the cash amount paid per share of Common Stock. Otherwise, the Stock Price
shall be the average of the Closing Prices of the Common Stock on the ten
consecutive Trading Days up to but excluding the Change in Control Effective
Date.


 


The Stock Prices set forth in the first
column of the table below will be adjusted as of any date on which the
Conversion Rate is adjusted. The adjusted Stock Prices will equal the Stock
Prices applicable immediately prior to such adjustment, multiplied by a
fraction, the numerator of which is the Applicable Conversion Rate immediately
prior to the adjustment giving rise to the Stock Price adjustment and the
denominator of which is the Applicable Conversion Rate as so adjusted.  In addition, the number of additional
Make-Whole Shares shall be subject to


 


80

















 


adjustment in the same manner
as the Conversion Rate is in accordance with the provisions of Section 17.03(a)-(e).


 


	
   

  	
   

  	
  Make-Whole
  premium (Increase in Applicable Conversion Rate)

  	
   

  
	
  Stock Price on

  Effective Date

  	
   

  	
  April

  3rd

  2006

  	
   

  	
  4/15/2007

  	
   

  	
  4/15/2008

  	
   

  	
  4/15/2009

  	
   

  	
  4/15/2010

  	
   

  	
  4/15/2011

  	
   

  	
  4/15/2012

  	
   

  	
  4/15/2013

  	
   

  	
  4/15/2014

  	
   

  	
  4/15/2015

  	
   

  	
  4/15/2016

  	
   

  
	
  $

  	
  101.45

  	
   

  	
  0.1595

  	
   

  	
  0.1595

  	
   

  	
  0.1595

  	
   

  	
  0.1595

  	
   

  	
  0.1595

  	
   

  	
  0.1595

  	
   

  	
  0.1595

  	
   

  	
  0.1595

  	
   

  	
  0.1595

  	
   

  	
  0.1595

  	
   

  	
  0.1595

  	
   

  
	
  $

  	
  105.00

  	
   

  	
  0.1484

  	
   

  	
  0.1484

  	
   

  	
  0.1484

  	
   

  	
  0.1484

  	
   

  	
  0.1483

  	
   

  	
  0.1482

  	
   

  	
  0.1481

  	
   

  	
  0.1481

  	
   

  	
  0.1480

  	
   

  	
  0.1480

  	
   

  	
  0.1479

  	
   

  
	
  $

  	
  110.00

  	
   

  	
  0.1338

  	
   

  	
  0.1338

  	
   

  	
  0.1338

  	
   

  	
  0.1338

  	
   

  	
  0.1338

  	
   

  	
  0.1336

  	
   

  	
  0.1336

  	
   

  	
  0.1336

  	
   

  	
  0.1334

  	
   

  	
  0.1334

  	
   

  	
  0.1334

  	
   

  
	
  $

  	
  115.00

  	
   

  	
  0.1206

  	
   

  	
  0.1206

  	
   

  	
  0.1205

  	
   

  	
  0.1204

  	
   

  	
  0.1204

  	
   

  	
  0.1202

  	
   

  	
  0.1202

  	
   

  	
  0.1202

  	
   

  	
  0.1201

  	
   

  	
  0.1201

  	
   

  	
  0.1201

  	
   

  
	
  $

  	
  120.00

  	
   

  	
  0.1084

  	
   

  	
  0.1084

  	
   

  	
  0.1083

  	
   

  	
  0.1082

  	
   

  	
  0.1081

  	
   

  	
  0.1081

  	
   

  	
  0.1080

  	
   

  	
  0.1080

  	
   

  	
  0.1080

  	
   

  	
  0.1079

  	
   

  	
  0.1079

  	
   

  
	
  $

  	
  125.00

  	
   

  	
  0.0972

  	
   

  	
  0.0970

  	
   

  	
  0.0970

  	
   

  	
  0.0969

  	
   

  	
  0.0969

  	
   

  	
  0.0969

  	
   

  	
  0.0968

  	
   

  	
  0.0968

  	
   

  	
  0.0967

  	
   

  	
  0.0967

  	
   

  	
  0.0967

  	
   

  
	
  $

  	
  130.00

  	
   

  	
  0.0872

  	
   

  	
  0.0866

  	
   

  	
  0.0866

  	
   

  	
  0.0866

  	
   

  	
  0.0865

  	
   

  	
  0.0865

  	
   

  	
  0.0864

  	
   

  	
  0.0864

  	
   

  	
  0.0863

  	
   

  	
  0.0863

  	
   

  	
  0.0863

  	
   

  
	
  $

  	
  135.00

  	
   

  	
  0.0789

  	
   

  	
  0.0770

  	
   

  	
  0.0769

  	
   

  	
  0.0769

  	
   

  	
  0.0768

  	
   

  	
  0.0768

  	
   

  	
  0.0768

  	
   

  	
  0.0768

  	
   

  	
  0.0767

  	
   

  	
  0.0767

  	
   

  	
  0.0766

  	
   

  
	
  $

  	
  140.00

  	
   

  	
  0.0737

  	
   

  	
  0.0684

  	
   

  	
  0.0679

  	
   

  	
  0.0680

  	
   

  	
  0.0679

  	
   

  	
  0.0679

  	
   

  	
  0.0678

  	
   

  	
  0.0678

  	
   

  	
  0.0677

  	
   

  	
  0.0677

  	
   

  	
  0.0676

  	
   

  
	
  $

  	
  145.00

  	
   

  	
  0.0716

  	
   

  	
  0.0613

  	
   

  	
  0.0596

  	
   

  	
  0.0596

  	
   

  	
  0.0596

  	
   

  	
  0.0594

  	
   

  	
  0.0594

  	
   

  	
  0.0594

  	
   

  	
  0.0593

  	
   

  	
  0.0593

  	
   

  	
  0.0592

  	
   

  
	
  $

  	
  150.00

  	
   

  	
  0.0704

  	
   

  	
  0.0568

  	
   

  	
  0.0519

  	
   

  	
  0.0518

  	
   

  	
  0.0517

  	
   

  	
  0.0517

  	
   

  	
  0.0517

  	
   

  	
  0.0516

  	
   

  	
  0.0515

  	
   

  	
  0.0515

  	
   

  	
  0.0515

  	
   

  
	
  $

  	
  175.00

  	
   

  	
  0.0601

  	
   

  	
  0.0497

  	
   

  	
  0.0381

  	
   

  	
  0.0261

  	
   

  	
  0.0194

  	
   

  	
  0.0193

  	
   

  	
  0.0193

  	
   

  	
  0.0193

  	
   

  	
  0.0192

  	
   

  	
  0.0192

  	
   

  	
  0.0191

  	
   

  
	
  $

  	
  200.00

  	
   

  	
  0.0523

  	
   

  	
  0.0434

  	
   

  	
  0.0338

  	
   

  	
  0.0234

  	
   

  	
  0.0121

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  $

  	
  225.00

  	
   

  	
  0.0466

  	
   

  	
  0.0386

  	
   

  	
  0.0300

  	
   

  	
  0.0207

  	
   

  	
  0.0107

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  $

  	
  250.00

  	
   

  	
  0.0419

  	
   

  	
  0.0348

  	
   

  	
  0.0270

  	
   

  	
  0.0187

  	
   

  	
  0.0097

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  $

  	
  275.00

  	
   

  	
  0.0381

  	
   

  	
  0.0316

  	
   

  	
  0.0245

  	
   

  	
  0.0170

  	
   

  	
  0.0088

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  
	
  $

  	
  300.00

  	
   

  	
  0.0350

  	
   

  	
  0.0290

  	
   

  	
  0.0225

  	
   

  	
  0.0156

  	
   

  	
  0.0081

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  



 


If the exact Stock Prices and effective dates
are not set forth in the table, then:


 


(i)            if the Stock Price is
between two Stock Price amounts in the table or the effective date is between
two dates in the table, the Make-Whole Shares issued upon conversion of the
Securities will be determined by a straight-line interpolation between the
number of Make-Whole Shares set forth for the higher and lower Stock Price
amounts and the two dates in the table, based on a 365-day year,


 


(ii)           if the Stock Price
exceeds $300.00 per share, subject to adjustment as set forth herein, no
Make-Whole Shares will be issued upon conversion of the Securities; and


 


(iii)          if the Stock Price is
less than $101.45 per share, subject to adjustment as set forth herein, no
Make-Whole Shares will be issued upon conversion of the Securities.


 


The adjustment to the Conversion Rate set forth
in this Section 17.04(a) shall be subject to the provisions of Section
17.03(j).


 


(b)           A
“Change in Control” shall be deemed to have occurred at such time as either of
the following events shall occur:


 


(i)            There shall be
consummated any consolidation or merger of the Corporation pursuant to which
the Common Stock would be converted into cash, securities or other property, in
each case other than a consolidation or merger of the Corporation in which the
holders of Common Stock immediately prior to the consolidation or merger have,
directly or indirectly, at least a majority of the total voting power in the
aggregate of all classes of capital stock of the continuing or surviving
corporation immediately after such consolidation or merger; or


 


(ii)           There is a report on
Schedule 13D or TO (or any successor schedule, form or report) pursuant to the
Exchange Act, disclosing that any person, including such person’s Affiliates or
Associates (for these purposes only, as the term “person” is used in


 


81

















 


Section
13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial
owner (as the term “beneficial owner” is defined under Rule 13d-3 or any
successor rule or regulation promulgated under the Exchange Act) of 50% or more
of the voting power of the Common Stock or other capital stock into which the
Common Stock is reclassified or changed; provided, however, that a person shall
not be deemed to be a beneficial owner of, or to own beneficially, (A) any securities
tendered pursuant to a tender or exchange offer made by or on behalf of such
person or any such person’s Affiliates or Associates until such tendered
securities are accepted for purchase or exchange thereunder, or (B) any
securities if such beneficial ownership (1) arises solely as a result of a
revocable proxy delivered in response to a proxy or consent solicitation made
pursuant to the applicable rules and regulations under the Exchange Act, and
(2) is not also then reportable on Schedule 13D (or any successor schedule)
under the Exchange Act.


 


(c)           Notwithstanding
the provisions of Section 17.04(b),


 


(i)            a Change in Control
shall not be deemed to have occurred by virtue of the Corporation, any
subsidiary, any employee stock ownership plan or any other employee benefit
plan of the Corporation or any subsidiary, or any person holding the Common
Stock for or pursuant to the terms of any such employee benefit plan, filing or
becoming obligated to file a report under or in response to Schedule 13D or
Schedule TO (or any successor schedule, form or report) under the Exchange Act
disclosing beneficial ownership by it of shares of the Common Stock, whether in
excess of 50% or otherwise; and


 


(ii)           it will not constitute
a Change in Control if 100% of the consideration for the Common Stock
(excluding cash payments for fractional shares and cash payments made in
respect of dissenters’ appraisal rights and cash payment of the required cash
payment, if any) in the transaction or transactions constituting the Change in
Control consists of common stock traded on a United States national securities
exchange or quoted on the Nasdaq National Market, or which will be so traded or
quoted when issued or exchanged in connection with the Change in Control, and
as a result of such transaction or transactions the Securities become
convertible solely into such common stock.


 


SECTION 17.05.                    Share
Exchange, Consolidation, Merger or Sale of Assets.


 


In the case of the following events (each, a “business
combination”):


 


(1)           Any
recapitalization, reclassification or change of the Common Stock, other than a
change in par value, or from par value to no par value, or from no par value to
par value, or as a result of a subdivision or combination;


 


(2)           A
consolidation, merger or binding share exchange of the Corporation with another
Person; or


 


(3)           A
sale, conveyance or lease to another corporation of all or substantially all of
the Corporation’s property and assets in each case as a result of


 


82

















 


which holders
of Common Stock are entitled to receive stock, other securities, other property
or assets (including cash or any combination thereof) with respect to or in
exchange for Common Stock,


 


then the Corporation or the successor or
purchasing corporation, as the case may be, shall execute a supplemental
indenture which shall provide that the Holders of the Securities then
outstanding will be entitled thereafter to convert Securities into the kind and
amount of shares of stock, other securities or other property or assets
(including cash or any combination thereof) which they would have owned or been
entitled to receive upon such business combination had such Securities been
converted into Common Stock immediately prior to such business combination. In
the event holders of Common Stock have the opportunity to elect the form of
consideration to be received in such business combination, the Corporation will
make adequate provision whereby the Holders of the Securities shall have a
reasonable opportunity to determine the form of consideration into which all of
the Securities, treated as a single class, shall be convertible from and after
the effective date of such business combination. Such determination shall be
based on the weighted average of elections made by Holders of the Securities
who participate in such determination, shall be subject to any limitations to
which all of the holders of Common Stock are subject, such as pro-rata
reductions applicable to any portion of the consideration payable in such
business combination and shall be conducted in such a manner as to be completed
by the date which is the earliest of (a) the deadline for elections to be made
by holders of Common Stock, and (b) two Trading Days prior to the anticipated
effective date. The Corporation will provide notice of the opportunity to
determine the form of such consideration, as well as notice of the
determination made by Holders of the Securities (and the weighted average of
elections), by issuing a press release, or providing other appropriate notice,
and by providing a copy of such notice to the Debenture Trustee. In the event
the effective date is delayed beyond the initially anticipated effective date,
Holders of the Securities shall be given the opportunity to make subsequent
similar determinations in regard to such delayed effective date. The
Corporation may not become a party to any such transaction unless its terms are
materially consistent with the provisions of this Section 17.05. None of the
foregoing provisions shall affect the right of a Holder of Securities to
convert its Securities into shares of Common Stock prior to the effective date
of the business combination.


 


The Corporation shall cause notice of the
execution of such supplemental indenture to be mailed to each holder, at the
address of such holder as it appears on the security Register, within 20 days
after execution thereof. Failure to deliver such notice shall not affect the
legality or validity of such supplemental indenture.


 


The above provisions of this Section 17.05
shall similarly apply to successive reclassifications, mergers, consolidations,
statutory share exchanges, combinations, sales and conveyances.


 


If this Section 17.05 applies to any event or
occurrence, Section 17.03 shall not apply to such event or occurrence.


 


SECTION 17.06.                    Notice
of Adjustments of Conversion Rate.


 


Whenever the Conversion Rate is adjusted as
herein provided:


 


83

















 


(a)           The
Corporation shall compute the adjusted Conversion Rate and shall prepare an
Officers’ Certificate setting forth the adjusted Conversion Rate and showing in
reasonable detail the facts upon which such adjustment is based, and such
certificate shall forthwith be filed with the Debenture Trustee, the Conversion
Agent and the transfer agent for the Preferred Securities and the Securities;
and


 


(b)           A
notice stating that the Conversion Rate has been adjusted and setting forth the
adjusted Conversion Rate shall as soon as practicable be mailed by the
Corporation to all record holders of Preferred Securities and the Securities at
their last addresses as they appear upon the stock transfer books of the
Corporation and the Trust and the Corporation shall issue a press release and
publish such determination on the Corporation’s website.


 


SECTION 17.07.                    Prior
Notice of Certain Events.


 


In case the Corporation takes any action
which would require an adjustment to the Conversion Rate, there occurs any
event to which the provisions of Section 17.05 would apply or there is a dissolution
or liquidation of the Corporation, then the Corporation shall (1) if any
Preferred Securities are outstanding, cause to be filed with the Property
Trustee and the transfer agent for the Preferred Securities, and shall cause to
be mailed to the holders of record of the Preferred Securities, at their last
addresses as they shall appear upon the securities register of the Trust, or
(2) shall cause to be mailed to all Securityholders at their last addresses as
they shall appear in the Security Register, at least fifteen days prior to the
applicable record or effective date hereinafter specified, a notice briefly
describing the event and stating the proposed record of effective date.  No failure to mail such notice or any defect
therein or in the mailing thereof shall affect the validity of the corporate
action required to be specified in such notice).


 


SECTION 17.08.                    Debenture
Trustee Not Responsible for Determining Conversion Rate or Adjustments.


 


Neither the Debenture Trustee nor any
Conversion Agent shall at any time be under any duty or responsibility to any
Securityholder to determine whether any facts exist which may require any
adjustment of the Conversion Rate, or with respect to the nature or extent of
any such adjustment when made, or with respect to the method employed, or
herein or in any supplemental indenture provided to be employed, in making the
same. Neither the Debenture Trustee nor any Conversion Agent shall be
accountable with respect to the validity or value (or the kind of account) of any
shares of Common Stock or of any securities or property, which may at any time
be issued or delivered upon the conversion of any Security; and neither the
Debenture Trustee nor any Conversion Agent makes any representation with
respect thereto. Neither the Debenture Trustee nor any Conversion Agent shall
be responsible for any failure of the Corporation to make any cash payment or
to issue, transfer or deliver any shares of Common Stock or stock certificates
or other securities or property upon the surrender of any Security for the
purpose of conversion, or to comply with any of the covenants of the
Corporation contained in Article III or this Article XVII.


 


84

















 


ARTICLE XVIII

CONTINGENT INTEREST


 


SECTION 18.01.                    Contingent
Interest.


 


Subject to Section 18.02, the Corporation
shall make Contingent Interest payments to the Holders during 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, if, but only if, the average of the Security
Market Prices for the Preferred Securities, or, following any Dissolution
Event, for the Securities for the ten Trading Days ending on the third Trading
Day immediately preceding the first day of the applicable Quarterly Period
equals 130% or more of the stated liquidation amount per Preferred Security of
$50.00 or $50.00 principal amount of Securities. During any Quarterly Period
when Contingent Interest is payable pursuant to this Section 18.01, each
Contingent Interest payment due and payable per $50.00 principal amount of the
Securities for the applicable Quarterly Period, shall equal the annual rate of 0.25%
of the average of the Security Market Prices for the ten Trading Day measuring
period referred to in the immediately preceding sentence. Contingent Interest
shall be calculated on the basis of a 360-day year of twelve 30-day months.


 


“Security Market Price” of the Preferred
Securities (or of the Securities, following any Dissolution Event) on any date
of determination means the average of the secondary market bid quotations per
Preferred Security (or per $50.00 principal amount of Securities following any
Dissolution Event) obtained by the Bid Solicitation Agent for 50,000 Preferred
Securities (or $2,500,000 principal amount of Securities following any
Dissolution Event) at approximately 4:00 p.m., New York City time, on such date
of determination from three independent nationally recognized securities
dealers selected by the Corporation; provided that if three such bids cannot
reasonably be obtained by the Bid Solicitation Agent, but two such bids are
obtained, then the average of the two bids shall be used, and if only one such
bid can reasonably be obtained by the Bid Solicitation Agent, that one bid
shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least
one bid for 50,000 Preferred Securities (or $2,500,000 principal amount of
Securities following any Dissolution Event) from a nationally recognized
securities dealer or in the Corporation’s reasonable judgment the bid
quotations are not indicative of the secondary market value of the Preferred
Securities (or of the Securities, following any Dissolution Event), then the
Security Market Price of the Preferred Securities (or of the Securities,
following any Dissolution Event) will equal (a) the then applicable Conversion
Rate of the Securities multiplied by (b) the average Closing Price of the Common
Stock on the ten Trading Days ending on such determination date.


 


SECTION 18.02.                    Payment
of Contingent Interest; Contingent Interest Rights Preserved.


 


If payable, Contingent Interest on a Security
shall be paid to the Person who is the Holder of that Security on the 14th day
preceding the last day of the relevant Quarterly Period (the “Contingent
Interest Record Date”). Such payments shall be paid on the last day of the
Quarterly Period (in each case, a “Contingent Interest Payment Date”). Except
as provided in Section 2.03, each payment of Contingent Interest on any
Security shall be paid (A) if such Security is held in the form of a Global
Security, in same-day funds by transfer to an account maintained by the payee
located inside the United States, or (B) if such Security is held in
certificated form, by


 


85

















 


check, mailed to the address of
such Holder as set forth in the Security Register. In the case of a Global
Security, interest payable on any Contingent Interest Payment Date will be paid
to the Depositary for the purpose of permitting the Depositary to credit the
interest received by it in respect of such Global Security to the accounts of
the beneficial owners thereof. Upon determination that Holders of Securities
will be entitled to receive Contingent Interest during a Quarterly Period, the
Corporation will issue a press release and use its reasonable best efforts to
post such information on its website or through such other public medium as the
Corporation may use at the time.


 


SECTION 18.03.                    Bid
Solicitation Agent.


 


The Corporation shall appoint a bid
solicitation agent (the “Bid Solicitation Agent”) to act pursuant to Section 18.01
when directed by the Corporation in writing to do so. The Corporation may
change the Bid Solicitation Agent at its discretion; provided, however, that
the Bid Solicitation Agent may not be an Affiliate of the Corporation. The Bid
Solicitation Agent shall initially be the Debenture Trustee.


 


ARTICLE XIX

MISCELLANEOUS PROVISIONS


 


SECTION 19.01.                    Successors.


 


All the covenants, stipulations, promises and
agreements in this Indenture contained by the Corporation shall bind its
successors and assigns whether so expressed or not.


 


SECTION 19.02.                    Official
Acts by Successor Corporation.


 


Any act or proceeding by any provision of
this Indenture authorized or required to be done or performed by any board,
committee or officer of the Corporation shall and may be done and performed
with like force and effect by the like board, committee or officer of any
corporation that shall at the time be the lawful sole successor of the
Corporation.


 


SECTION 19.03.                    Surrender
of Corporation Powers.


 


The Corporation by instrument in writing
executed by authority of 2/3 (two-thirds) of its Board of Directors and
delivered to the Debenture Trustee may surrender any of the powers reserved to
the Corporation, and thereupon such power so surrendered shall terminate both
as to the Corporation, as the case may be, and as to any successor Person.


 


SECTION 19.04.                    Addresses
for Notices, Etc. 


 


Any notice, direction, request or demand
which by any provision of this Indenture is required or permitted to be given
or served on any party by the other party or by the holders of Securities may
be given or served by being deposited postage prepaid by first class mail,
registered or certified mail, overnight courier service or telecopy (confirmed
by one of the foregoing) addressed (unless another address is provided by a
party by written notice to the other party), as follows:


 


86

















 


	
  If to the Corporation:

  
	
   

  
	
  Affiliated Managers Group, Inc.

  
	
  600 Hale Street

  
	
  Prides Crossing, Massachusetts 01965

  
	
  Telecopy:

  	
   

  	
  617-747-3380

  
	
  Telephone:

  	
   

  	
  617 747-3300

  
	
  Attention:

  	
   

  	
  Chief
  Financial Officer

  
	
  If to the
  Debenture Trustee:

  
	
   

  	
   

  	
   

  
	
  LaSalle Bank National Association

  
	
  135 South LaSalle Street

  
	
  Suite 1511

  	
   

  	
   

  
	
  Chicago, Illinois 60603

  
	
  Telecopy:

  	
   

  	
  312-904-0524

  
	
  Telephone:

  	
   

  	
  312-904-0283

  
	
  Attention:

  	
   

  	
  CDO Trust
  Services Group – AMG Capital Trust I

  



 


Any notice or communication to a
Securityholder shall be mailed by first-class mail to his or her address shown
on the register kept by the security registrar for the Securities.


 


SECTION 19.05.                    Governing
Law.


 


This Indenture and each Security shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be governed by and construed in accordance with the laws of
said State.


 


SECTION 19.06.                    Evidence
of Compliance with Conditions Precedent.


 


Upon any application or demand by the
Corporation to the Debenture Trustee to take any action under any of the
provisions of this Indenture, the Corporation shall furnish to the Debenture
Trustee an Officers’ Certificate stating that in the opinion of the signers all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent have been
complied with.


 


Each certificate or opinion provided for in
this Indenture and delivered to the Debenture Trustee with respect to
compliance with a condition or covenant provided for in this Indenture (except
certificates delivered pursuant to Section 3.05) shall include: (1) a statement
that the Person making such certificate or opinion has read such covenant or
condition; (2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based; (3) a statement that, in the opinion of such
Person, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and (4) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.


 


87

















 


SECTION 19.07.                    Business
Days.


 


In any case where the date of payment of
principal of or Interest on the Securities will not be a Business Day, the
payment of such principal of or Interest on the Securities need not be made on
such date but may be made on the next succeeding Business Day, with the same
force and effect as if made on the due date therefor and no Interest shall
accrue for the period from and after such date, except that if such next
succeeding Business Day falls in the next succeeding calendar year, then 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.


 


SECTION 19.08.                    Trust
Indenture Act to Control.


 


If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with the duties imposed by
Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties
shall control.


 


SECTION 19.09.                    Intention of the Parties.


 


It is the intention of the parties
hereto that the Securities be classified for United States federal income tax
purposes as indebtedness of the Corporation. The provisions of this Indenture
shall be interpreted to further this intention of the parties.


 


SECTION 19.10.                    Table
of Contents, Headings, Etc.


 


The table of contents and the titles and
headings of the articles and sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof, and
shall in no way modify or restrict any of the terms or provisions hereof.


 


SECTION 19.11.                    Execution
in Counterparts.


 


This Indenture may be executed in any number
of counterparts, each of which shall be an original, but such counterparts
shall together constitute but one and the same instrument.


 


SECTION 19.12.                    Separability.


 


In case any one or more of the provisions
contained in this Indenture or in the Securities shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Indenture or of the Securities, but this Indenture and the Securities shall be
construed as if such invalid or illegal or unenforceable provision had never
been contained herein or therein.


 


SECTION 19.13.                    Assignment.


 


The Corporation will have the right at all
times to assign any of its respective rights or obligations under this
Indenture to a direct or indirect wholly owned Subsidiary of the Corporation,
provided that, in the event of any such assignment, the Corporation will remain
primarily liable for all such obligations. Subject to the foregoing, the
Indenture is binding upon


 


88

















 


and inures to the benefit of
the parties thereto and their respective successors and assigns. This Indenture
may not otherwise be assigned by the parties thereto.


 


[SIGNATURE PAGE FOLLOWS]


 


89

















 


LaSalle Bank National Association hereby
accepts the trusts in this indenture declared and provided, upon the terms and
conditions hereinabove set forth.


 


IN WITNESS WHEREOF, the parties hereto have
caused this Indenture to be duly executed by their respective officers
thereunto duly authorized, as of the day and year first above written.


 


	
   

  	
  AFFILIATED MANAGERS GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ John Kingston, III

  
	
   

  	
   

  	
  Name: John Kingston, III

  
	
   

  	
   

  	
  Title: Senior Vice President, General

  
	
   

  	
   

  	
   Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  as Debenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Michael Oliver

  
	
   

  	
   

  	
  Name: Michael Oliver

  
	
   

  	
   

  	
  Title: Assistant Vice President

  



 


90

















 


EXHIBIT A


 


(FORM OF FACE OF SECURITY)


 


[Include the following legend on all Global
Securities.]


 


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


 


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


 


[Include the following legends on all
Securities, including Global Securities, unless otherwise determined by the
Corporation in accordance with applicable law.]


 


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 UNDERLYING 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


 


A-1

















 


(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 DEBENTURE 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 DEBENTURE 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.


 


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
PRINCIPAL 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


 


A-2

















 


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.


 


A-3

















 


Principal Amount: $300,000,000


 


Affiliated Managers Group, Inc.


 


5.10% JUNIOR SUBORDINATED
CONVERTIBLE DEBENTURE

DUE APRIL 15, 2036


 


Affiliated Managers Group, Inc., a Delaware
corporation (the “Corporation”, which term includes any successor Person under
the Indenture hereinafter referred to), for value received, hereby promises to
pay to LaSalle Bank National Association as Property Trustee for AMG Capital
Trust I or registered assigns, the principal sum of Three Hundred Million
Dollars ($300,000,000) on April 15, 2036 (the “Maturity Date”), unless
previously redeemed, repurchased or converted, and to pay interest on the
outstanding principal amount hereof from April 3, 2006, or from the most recent
interest payment date (each such date, an “Interest Payment Date”) to which
interest has been paid or duly provided for, quarterly (subject to deferral as
set forth herein) in arrears on January 15, April 15, July 15 and October 15 of
each year, commencing July 15, 2006, at the rate of 5.10% per annum until the
principal hereof shall have become due and payable, and on any overdue
principal and (without duplication and to the extent that payment of such
interest is enforceable under applicable law) on any overdue installment of
Interest at the same rate per annum compounded quarterly, including any
Liquidated Damages (as defined in the Registration Rights Agreement),
Contingent Interest and any Additional Sums. The amount of Interest, if any, payable
on any Interest Payment Date or Contingent Interest Payment Date, as the case
may be, shall be computed on the basis of a 360-day year of twelve 30-day
months. In the event that any date on which the principal of or Interest on
this Security is payable is not a Business Day, then the payment 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, then
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. Pursuant to the
Indenture, in certain circumstances the Corporation will be required to pay
Additional Sums, Liquidated Damages, Compounded Interest and Contingent
Interest with respect to this Security.


 


The Interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities, as defined in said Indenture) is
registered at the close of business on the regular record date for such
interest installment, which shall be 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 Interest Payment Date occurs. Any such Interest installment not
punctually paid or duly provided for shall forthwith cease to be payable to the
Holders on such regular record date and shall be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a special record date to be fixed by the Debenture Trustee
for the payment of such defaulted Interest, notice whereof shall be given to
the holders of Securities not less than 10 days prior to such special record
date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any


 


A-4

















 


securities exchange on which
the Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.


 


The principal of and Interest on this
Security shall be payable at the office or agency of the Debenture Trustee
maintained for that purpose in any coin or currency of the United States of
America that at the time of payment is legal tender for payment of public and
private debts; provided, however, that, payment
of Interest may be made at the option of the Corporation by (i) check mailed to
the holder at such address as shall appear in the Security Register or (ii) by
transfer to an account maintained by the Person entitled thereto, provided that
proper written transfer instructions have been received by the relevant record
date; provided, further, Contingent Interest,
if any, shall be paid in accordance with the provisions of Section 18.02 of the
Indenture. Notwithstanding the foregoing, so long as the Holder of this
Security is the Property Trustee, the payment of the principal of and Interest (including
Contingent Interest, if any) on this Security will be made at such place and to
such account as may be designated by the Property Trustee.


 


The indebtedness evidenced by this Security
is, to the extent provided in the Indenture, subordinate and junior in right of
payment to the prior payment in full of all Senior Indebtedness, and this
Security is issued subject to the provisions of the Indenture with respect
thereto. Each holder of this Security, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Debenture
Trustee on his or her behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination so provided and (c)
appoints the Debenture Trustee his or her attorney-in-fact for any and all such
purposes. Each holder hereof, by his or her acceptance hereof, hereby waives
all notice of the acceptance of the subordination provisions contained herein
and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such holder upon
said provisions.


 


This Security shall not be entitled to any
benefit under the Indenture hereinafter referred to, be valid or become
obligatory for any purpose until the certificate of authentication hereon shall
have been signed by or on behalf of the Debenture Trustee.


 


By its acceptance of this Security,
the Securityholder agrees to treat the Security as indebtedness of the
Corporation for United States federal income tax purposes.


 


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


 


A-5

















 


IN WITNESS WHEREOF, the Corporation has
caused this instrument to be duly executed and sealed this 3rd day of April,
2006.


 


	
   

  	
  AFFILIATED MANAGERS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  CERTIFICATE OF AUTHENTICATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  This Certificate represents Securities
  referred to

  in the within-mentioned Indenture.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LASALLE BANK NATIONAL

  ASSOCIATION, not in its individual capacity

  but solely as Debenture Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


A-6

















 


(FORM OF REVERSE OF SECURITY)


 


This Security is one of the Securities of the
Corporation (herein sometimes referred to as the “Securities”), specified in
the Indenture, all issued or to be issued under and pursuant to an Indenture,
dated as of April 3, 2006 (the “Indenture”), duly executed and delivered
between the Corporation and LaSalle Bank National Association as Debenture
Trustee (the “Debenture Trustee”), to which Indenture reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Debenture Trustee, the Corporation and the holders
of the Securities. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.


 


1.             Redemption. Upon the occurrence and continuation
of a Special Event, the Corporation shall have the right, at any time following
the occurrence of such Special Event, to redeem this Security in whole (but not
in part) at the Redemption Price.  In
addition, the Corporation shall have the right to redeem this Security, in
whole at any time or, in part from time to time, on or after April 15, 2011 at
the Redemption Price if the Closing Price of the Corporation’s Common Stock for
20 Trading Days 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. 
This Security shall not otherwise be subject to redemption at the option
of the Corporation.


 


The Redemption Price shall be paid prior to
12:00 noon, New York City time, on the date of such redemption or at such
earlier time as the Corporation determines, provided, that the Corporation
shall deposit with the Debenture Trustee an amount sufficient to pay the
Redemption Price by 10:00 a.m. New York City time on the date such Redemption
Price is to be paid. Any redemption pursuant to this paragraph will be made
upon not less than 20 days nor more than 60 days notice. If the Securities are
only partially redeemed by the Corporation pursuant to an optional redemption
described in the preceding paragraph, the particular Securities to be redeemed
shall be selected on a pro rata basis 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
Securityholders that would be required to hold Securities with an aggregate
principal amount of less than $5,000 but more than an aggregate principal
amount of zero as a result of such pro rata redemption, the Corporation shall
redeem Securities of each such Securityholder so that after such redemption
such Securityholder shall hold Securities either with an aggregate principal
amount of at least $5,000 or such Securityholder no longer holds any Securities
and shall use such method (including, without limitation, by lot) as the
Corporation shall deem fair and appropriate, provided, further, that any such
proration may be made on the basis of the aggregate principal amount of
Securities held by each Securityholder thereof and may be made by making such
adjustments as the Corporation deems fair and appropriate in order that only
Securities in denominations of $50.00 or integral multiples thereof shall be
redeemed.


 


In the event of redemption of this Security
in part only, a new Security or Securities for the portion hereof that has not
been redeemed will be issued in the name of the holder hereof upon the
cancellation hereof.


 


A-7

















 


2.             Conversion. (a) Subject to and upon compliance
with the provisions of Article XVII of the Indenture, the Securities are
convertible, at the option of the Securityholder, at any time before 5:00 p.m.,
New York City time, on the Business Day immediately preceding the date of
repayment of such Securities, whether at stated maturity or upon redemption,
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 in aggregate
principal amount of Securities (equal to an initial Conversion Price of $150.00
per share of Common Stock), subject to adjustment as described in the
Indenture. A Securityholder may convert any portion of the principal amount of the
Securities into that number of fully paid and nonassessable shares of Common
Stock (calculated as to each conversion to the nearest 1/100th of a share) in
the manner prescribed by the Indenture. 
Upon conversion of the Securities, the Corporation may satisfy its
obligation to deliver shares of Common Stock by delivering cash and/or shares
of Common Stock, all as set forth in Article XVII of the Indenture.  In case a Security or portion thereof is
called for redemption, such conversion right in respect of the Security or
portion so called shall expire at 5:00 p.m., New York City time on the Business
Day immediately preceding the corresponding redemption date, unless the
Corporation defaults in making the payment due upon redemption.


 


(b)           To
convert all or a portion of the Securities, the Securityholder thereof shall
deliver to the Conversion Agent an irrevocable Conversion Request setting forth
the principal amount of Securities to be converted, together with the name or
names, if other than the Securityholder, in which the shares of Common Stock
should be issued upon conversion and, if such Securities are in certificated
form, surrender to the Conversion Agent the Securities to be converted, duly
endorsed or assigned to the Corporation or in blank. In addition, a holder of
Preferred Securities may exercise its right under the Declaration to exchange
such Preferred Securities for Securities which shall be converted into Common
Stock by delivering to the Conversion Agent an irrevocable Conversion Request
setting forth the information called for by the preceding sentence and
directing the Conversion Agent (i) to exchange such Preferred Security for a
portion of the Securities held by the Trust (at an exchange rate of $50.00
principal amount of Securities for each Preferred Security), and (ii) to
immediately convert such Securities, on behalf of such Securityholder, into
Common Stock pursuant to Article XVII of the Indenture and, if such Preferred
Securities are in certificated form, surrendering such Preferred Securities,
duly endorsed or assigned to the Corporation or in blank.


 


(c)           Except
as described in this paragraph, no distribution will be payable on Securities
surrendered for conversion with respect to any Interest Payment Date subsequent
to the date of conversion and neither the Trust nor the Corporation shall make,
or be required to make, any payment, allowance or adjustment for accumulated
and unpaid Interest, whether or not in arrears, on Securities surrendered for
conversion. If any 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 Interest Payment Date, the Securities surrendered for conversion
must be accompanied by payment in next day funds of an amount equal to the
Interest payment which the registered holder on such record date is to receive,
and such Securityholder shall be entitled to receive the Interest payable on
the subsequent Interest Payment Date on the portion of Securities to be
converted, notwithstanding the conversion thereof prior to such Interest
Payment Date. The previous sentence shall not apply in the case of Securities
called for redemption on a redemption date between a record date and a related
Interest Payment Date and in the case of any Securities surrendered for
conversion after such Securities have been called for redemption


 


A-8

















 


during an Extended Interest
Payment Period, in which event Interest with respect to such Securities shall
be payable to the extent provided in the Indenture. Except as otherwise set
forth above in this paragraph, in the case of any Security which is converted,
Interest (including Tax Original Issue Discount) which is payable after the
date of conversion of such Security shall not be payable, and the Corporation
shall not make nor be required to make any other payment, adjustment or
allowance with respect to accrued but unpaid Interest (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).


 


(d)           Subject
to any right of the Securityholder, the fair market value of the fixed number
of shares of Common Stock into which the 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
Interest (including Tax Original Issue Discount) on such 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 principal amount at maturity of the portion of Securities so
converted.


 


(e)           No
fractional shares of Common Stock shall be issued as a result of conversion,
but in lieu thereof, the Corporation shall pay to the Conversion Agent a cash
adjustment in the amount determined in accordance with the provisions of
Article XVII of the Indenture.


 


3.             Contingent
Interest.  Subject to the conditions
of the Indenture and this Security, the Corporation shall pay Contingent
Interest to the Holders during any Quarterly Period, with the initial Quarterly
Period commencing on April 15, 2011, if, but only if, the average of the
Security Market Prices of the Preferred Securities, or, following any
Dissolution Event, of the Securities for the ten Trading Days ending on the
third Trading Day immediately preceding the first day of the applicable
Quarterly Period equals 130% or more of the liquidation amount of $50.00 per
Preferred Security or $50.00 principal amount of Securities.  The amount of Contingent Interest payable per
$50.00 principal amount of Securities in respect of any Quarterly Period shall
equal the annual rate of 0.25% of the average of the Security Market Prices for
the ten Trading Day measuring period.


 


4.             Repurchase. Upon the occurrence of a Change in
Control, Holders shall have the right to require the Corporation to repurchase
all or any portion of their Securities that is an integral multiple of $50.00
at a Repurchase Price equal to 100% of the principal amount of the Securities
to be repurchased plus accrued and unpaid interest to the Repurchase Date.  To exercise the Repurchase Right following a
Change in Control, the Securityholder shall be required to deliver an
irrevocable Repurchase Notice and otherwise comply with the applicable
provisions of Article XIII of the Indenture. 
In addition, a holder of Preferred Securities may exercise its right
under the Declaration to exchange such Preferred Securities for Securities
which shall be repurchased by the Corporation following a Change in Control by
delivering to the Exchange Agent an irrevocable Notice of Repurchase Election
and directing the Conversion Agent (i) to exchange such Preferred Security for
a portion of the Securities held by the Trust (at an exchange rate of $50.00
principal amount of Securities for each Preferred Security), and (ii) to
immediately tender such Securities, on behalf of such Securityholder, for
repurchase pursuant to


 


A-9

















 


Article XIII of the Indenture and, if such
Preferred Securities are in certificated form, surrendering such Preferred
Securities, duly endorsed or assigned to the Corporation or in blank.


 


5.             Acceleration.  In case an Event of Default, as defined in the
Indenture, shall have occurred and be continuing, the principal of all of the
Securities and all accrued and unpaid Interest (including Contingent Interest)
thereon may be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions provided
in the Indenture.


 


6.             Modification and Waiver.  The Indenture contains provisions permitting
the Corporation and the Debenture Trustee, with the consent of the holders of a
majority in aggregate principal amount of the Securities at the time
outstanding, as defined in the Indenture, to execute supplemental indentures
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of modifying in any
manner the rights of the holders of the Securities; provided,
however, that no such supplemental indenture shall, without the
consent of each holder of Securities then outstanding and affected thereby,
thereby (i) change the Maturity Date of any Security, or reduce the principal
amount of, or any installment of principal of or Interest on the Securities;
(ii) reduce the rate or extend the time of payment of Interest (including
Contingent Interest, if any); (iii) change any of the provisions of Article XIV
of the Indenture relating to redemption; (iv) change the Conversion Rate except
as provided in Section 17.03 and Section 17.04 of the Indenture with respect to
adjustment of the Conversion Rate, or otherwise change the right to convert the
Securities in a manner that would be adverse to Securityholders; (v) make the
principal of, or Interest (including Contingent Interest, if any) payment on,
the Securities payable in any coin or currency other than that provided in the
Indenture; (vi) change any obligation of the Corporation to maintain an office
or agency in the places and for the purposes required by the Indenture or
change the place of payment where the Securities or Interest payment thereon is
payable; (vii) impair or affect the right of any holder of Securities to
institute suit for the payment of the Securities as provided in the Indenture;
(viii) reduce the percentage of the principal amount of the Securities required
to consent to modify or amend the Indenture or for any waiver of compliance
with provisions of the Indenture as stated in the Indenture or for waiver of
Defaults as stated in the Indenture; (ix) make any change adverse to a Holder
with respect to the subordination provisions of Article XV of the Indenture; or
(x) modify any of the foregoing provisions; provided, however,
that if the Securities are held by the Trust, no such modification or amendment
referred to in clauses (i) through (x) shall be effective until the holders of
not less than a majority of the aggregate liquidation amount of the Trust
Securities shall have consented to such modification or amendment; and provided further, that where a consent under the Indenture
would require the consent of the Securityholders of more than a majority of the
principal amount of the Securities, such modification or amendment shall not be
effective until the holders of at least the same proportion in aggregate stated
liquidation amount of the Trust Securities shall have consented to such
modification or amendment. The Indenture also contains provisions permitting
the holders of a majority in aggregate principal amount of the Securities at the
time outstanding, on behalf of all of the holders of the Securities, prior to
any declaration accelerating the maturity of the Securities, to waive any past
Default or Event of Default and its consequences, except (i) a Default in
the payment of the principal of or Interest on any of the Securities or (ii) a
Default in respect of any covenant or provision under which the Indenture
cannot be modified or amended without the consent of each holder of Securities
then outstanding. Any such consent or waiver by


 


A-10

















 


the holder of this Security (unless revoked
as provided in the Indenture) shall be conclusive and binding upon such Holder
and upon all future holders and owners of this Security and of any Security issued
in exchange herefor or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Security.


 


7.             No Impairment.  No reference herein to the Indenture and no
provision of this Security or of the Indenture shall alter or impair the
obligation of the Corporation, which is absolute and unconditional, to pay the
principal of and Interest (including Contingent Interest, if any) on this
Security at the time and place and at the rate and in the money herein
prescribed.


 


8.             Extension of Interest Payment Period.  So long as the Corporation is not in Default
in the payment of Interest on the Securities, the Corporation shall have the
right, at any time and from time to time during the term of the Securities, to
defer payments of Interest (other than Contingent Interest) by extending the
interest payment period of such Securities for a period not exceeding 20
consecutive quarterly periods, including the first such quarterly period during
such extension period (an “Extended Interest Payment Period”), during which
Extended Interest Payment Period no Interest (other than Contingent Interest) shall
be due and payable; provided that no Extended Interest Payment Period shall end
on a date other than an Interest Payment Date or extend beyond the Maturity
Date or, with respect to any Securities called for redemption, the Redemption
Date with respect to such Securities. At the end of any Extended Interest
Payment Period, the Corporation shall pay all Interest then accrued and unpaid
(together with interest thereon at the rate specified for the Securities to the
extent that payment of such interest is enforceable under applicable law).
Before the termination of any such Extended Interest Payment Period, the
Corporation may further defer payments of Interest (other than Contingent
Interest) by further extending such Extended Interest Payment Period, provided
that such Extended Interest Payment Period, together with all such previous and
further extensions within such Extended Interest Payment Period, (i) shall not
exceed 20 consecutive quarterly periods, including the first quarterly period
during such Extended Interest Payment Period, (ii) shall not end on any date
other than an Interest Payment Date, and (iii) shall not extend beyond the
Maturity Date of the Securities or, with respect to any Securities called for
redemption, the Redemption Date with respect to such Securities. Upon the
termination of any such Extended Interest Payment Period and the payment of all
accrued and unpaid Interest and any additional amounts then due, the
Corporation may commence a new Extended Interest Payment Period, subject to the
foregoing requirements.  The payment of
Contingent Interest may not, under any circumstances, be subject to an Extended
Interest Payment Period.


 


9.             Limitation on Dividends.  The Corporation will be precluded from engaging
in the transaction set forth in Section 3.07 of the Indenture, if at the time
of such transaction (1) an event has occurred with the giving of notice or the
lapse of time, or both, would constitute an Event of Default and the
Corporation has not taken reasonable steps to cure the event, (2) the
Corporation shall be in default with respect to its payment obligations under
the Trust Securities Guarantee or (3) the Corporation shall have given notice
of its election of the exercise of its right to extend the interest payment
period pursuant to Section 16.01 of the Indenture and any such extension shall
be continuing.


 


A-11

















 


10.           Liquidation of Trust.  Subject to the applicable provisions of the
Declaration, the Corporation will have the right at any time to liquidate the
Trust and cause the Securities to be distributed to the holders of the Trust
Securities in liquidation of the Trust.


 


11.           Denominations, Transfer and Exchange. The
Securities are issuable only in registered form without coupons in minimum
denominations of $50.00 and any integral multiple thereof. As provided in the
Indenture and subject to the transfer restrictions limitations as may be
contained herein and therein from time to time, this Security is transferable
by the holder hereof on the Security Register of the Corporation, upon
surrender of this Security for registration of transfer at the office or agency
of the Corporation accompanied by a written instrument or instruments of
transfer in form satisfactory to the Corporation or the Debenture Trustee duly
executed by the holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of authorized denominations and for the
same aggregate principal amount and series will be issued to the designated
transferee or transferees. No service charge will be made for any such registration
of transfer, but the Corporation may require payment of a sum sufficient to
cover any tax or other governmental charge payable in relation thereto.


 


12.           Persons Deemed Owners.  Prior to due presentment for registration of
transfer of this Security, the Corporation, the Debenture Trustee, any
authenticating agent, any paying agent, any transfer agent and the registrar
may deem and treat the holder hereof as the absolute owner hereof (whether or
not this Security shall be overdue and notwithstanding any notice of ownership
or writing hereon made by anyone other than the security registrar for the
Securities) for the purpose of receiving payment of or on account of the
principal hereof and (subject to the Indenture) Interest due hereon and for all
other purposes, and neither the Corporation nor the Debenture Trustee nor any
authenticating agent nor any paying agent nor any transfer agent nor any
registrar shall be affected by any notice to the contrary.


 


13.           No Recourse Against Others.  No recourse shall be had for the payment of
the principal of or Interest on this Security, or for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the Indenture,
against any incorporator, stockholder, officer or director, past, present or
future, as such, of the Corporation or of any predecessor or successor Person,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.


 


14.           Indenture; Trust Indenture Act of 1939.  The terms of this Security include those
stated in the Indenture and those made part of the Indenture by reference to
the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act
of 1990, as in effect on the date hereof or, from and after the date that the
Indenture shall be qualified thereunder, as in effect on such date. This
Security is subject to all such terms, and the holder of this Security is
referred to the Indenture and said Act for a statement of them. In the case of
any conflict between the provisions of this Security and the Indenture, the
provisions of the Indenture shall control. The Corporation will furnish to any
Holder, upon written request and without charge, a copy of the Indenture.
Requests may be made to: Affiliated Managers Group, Inc., 600 Hale Street,
Prides Crossing, Massachusetts 01965, Attention:  Chief Financial Officer


 


A-12

















 


15.           Abbreviations and Definitions.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN
ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (=
Uniform Gifts to Minors Act). All terms used in this Security that are defined
in the Indenture shall have the meanings assigned to them in the Indenture.


 


16.           Governing Law.  THE INDENTURE AND THE SECURITIES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


A-13

















 


CONVERSION REQUEST


 


To: Affiliated Managers Group, Inc.


 


The undersigned owner of these Securities
hereby irrevocably exercises the option to convert these Securities, or the
portion below designated, into Common Stock (as such term is defined in the
Indenture, dated 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.


 


The undersigned does also hereby direct 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 Indenture and the
Securities, agrees to be bound by the terms of the Registration Rights
Agreement relating to the Common Stock issuable upon conversion of the
Securities and agrees to appoint the Conversion Agent for the purpose of
effecting the conversion of the Securities into shares of Common Stock.


 


	
  Date:

  	
   

  	
   

  	
   

  	
  Principal Amount of Securities to be
  converted:

  	
   

  
	
   

  	
   

  	
   

  
	
  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 certificate) (for conversion of definitive Securities
  only)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
								



 


A-14

















 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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-15

















 


 REPURCHASE NOTICE


 


TO:                            Affiliated
Managers Group, Inc.


 


The undersigned registered owner of this
Security hereby acknowledges receipt of a notice from Affiliated Managers
Group, Inc. (the “Corporation”) as to the occurrence of a Change in Control
with respect to the Corporation and requests and instructs the Corporation to
repay the entire principal amount of this Security, or the portion thereof
(which is $50.00 principal amount or an integral multiple thereof) below
designated, in accordance with the terms of the Indenture referred to in this
Security, together with interest (including Contingent Interest and Liquidated
Damages, if any) accrued and unpaid to, but excluding, such date, to the
registered holder hereof, in cash as specified in the Corporation’s notice.


 


	
  Dated: 

  	
   

  	
   

  	
  Your Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Print your
  name exactly as it appears on the

  face of this Security)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Your
  Signature: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Sign
  exactly as your name appears on

  the face of this Security)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature
  Guarantee*:

  	
   

  
							



 


Principal amount to be converted (if less
than all): $


 






*
Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


 


A-16

















 


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned assigns
and transfers $           
principal amount of this Security to:


 


 


	
   

  
	
   

  
	
   

  
	
   

  
	
   

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

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Insert
  address and zip code of assignee)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  and irrevocably appoints

  	
   

  
	
   

  
	
   

  
	
   

  
	
   

  	
   

  	
   agent
  to 

  
	
  transfer this Security on the books of the
  Corporation. 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 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-17

















 


CERTIFICATE TO BE DELIVERED
UPON EXCHANGE OR

REGISTRATION OF RESTRICTED SECURITIES


 


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


 


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


 


(B)                                The
undersigned confirms that such 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,
as amended; or


 


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


 


(4)  o                transferred
pursuant to an effective registration statement under the Securities Act of
1933, as amended.


 


Unless the box
below is checked, the undersigned confirms that such Securities are not being
transferred to an “affiliate” of 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 Debenture Trustee will refuse to register any of the
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 Debenture Trustee may require, prior to
registering any such transfer of the Securities such legal opinions,
certifications and other information as the Debenture Trustee 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.


 


	
   

  	
   

  
	
  Signature

  
	
   

  
	
  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


 


A-18

















 


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-19