<Page>


                                                                   EXHIBIT 4.23


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


                         AFFILIATED MANAGERS GROUP, INC.

                            Floating Rate Convertible
                           Senior Debentures due 2033


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


                                    INDENTURE

                          Dated as of February 25, 2003


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


                              THE BANK OF NEW YORK

                                     TRUSTEE

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

<Page>

                         AFFILIATED MANAGERS GROUP, INC.
                             CROSS REFERENCE SHEET*

THIS CROSS REFERENCE SHEET SHOWS THE LOCATION IN THE INDENTURE OF THE PROVISIONS
INSERTED PURSUANT TO SECTION 310-318(a), INCLUSIVE, OF THE TIA.

<Table>
<Caption>

                                                                                       SECTIONS OF
                                 TRUST INDENTURE ACT                                   INDENTURE
<S>                                                                                    <C>
310(a)(1)(2).......................................................................    5.9
      (3)(4).......................................................................    Inapplicable
         (5).......................................................................    5.9
   (b).............................................................................    5.7 and 5.9
   (b)(1)(A)(C)....................................................................    Inapplicable
   (c).............................................................................    Inapplicable

311(a)(b)..........................................................................    5.10 and 6.3
   (c).............................................................................    Inapplicable

313(a).............................................................................    6.3
     (b)(1)........................................................................    Inapplicable
        (2)........................................................................    6.3
     (c)...........................................................................    15.3
     (d)...........................................................................    6.3

314(a).............................................................................    6.4, 9.4 and 15.3
   (b).............................................................................    Inapplicable
   (c)(1)(2).......................................................................    1.2
      (3)..........................................................................    Inapplicable
   (d).............................................................................    Inapplicable
   (e).............................................................................    1.2

315(a)(c)(d).......................................................................    5.1
   (b).............................................................................    5.5
   (e).............................................................................    4.14

316(a)(1)..........................................................................    4.12 and 4.13
      (2)..........................................................................    Inapplicable
   (b).............................................................................    4.8
   (c).............................................................................    4.15

317(a).............................................................................    4.3 and 4.4
   (b).............................................................................    9.3

318(a)(c)..........................................................................    1.5
   (b).............................................................................    Inapplicable
</Table>

----------
*   The Cross Reference Sheet is not part of the Indenture.

<Page>

                                TABLE OF CONTENTS
<Table>
<Caption>

                                                                                                               PAGE
<S>                 <C>                                                                                         <C>
                                          ARTICLE I
                     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1         CERTAIN TERMS DEFINED....................................................................... 1
Section 1.2         COMPLIANCE CERTIFICATES AND OPINIONS........................................................ 6
Section 1.3         FORM OF DOCUMENTS DELIVERED TO TRUSTEE...................................................... 7
Section 1.4         ACTS OF HOLDERS............................................................................. 8
Section 1.5         CONFLICT WITH TRUST INDENTURE ACT OF 1939................................................... 8
Section 1.6         EFFECT OF HEADINGS AND TABLE OF CONTENTS.................................................... 9
Section 1.7         SEPARABILITY CLAUSE......................................................................... 9
Section 1.8         BENEFITS OF INDENTURE....................................................................... 9
Section 1.9         LEGAL HOLIDAYS.............................................................................. 9

                                          ARTICLE II
                                       THE SECURITIES

Section 2.1         FORM AND DATING............................................................................. 9
Section 2.2         EXECUTION AND AUTHENTICATION................................................................10
Section 2.3         REGISTRAR, PAYING AGENT AND CONVERSION AGENT................................................10
Section 2.4         PAYING AGENT TO HOLD MONEY AND SECURITIES IN TRUST..........................................11
Section 2.5         TRANSFER AND EXCHANGE.......................................................................11
Section 2.6         REPLACEMENT SECURITIES......................................................................13
Section 2.7         OUTSTANDING SECURITIES; DETERMINATIONS OF HOLDERS' ACTION...................................13
Section 2.8         TEMPORARY SECURITIES........................................................................14
Section 2.9         CANCELLATION................................................................................14
Section 2.10        PERSONS DEEMED OWNERS.......................................................................15
Section 2.11        GLOBAL SECURITIES...........................................................................15
Section 2.12        LEGENDS.....................................................................................16
Section 2.13        PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED..............................................17
Section 2.14        CUSIP NUMBERS...............................................................................18
Section 2.15        CALCULATION OF TAX ORIGINAL ISSUE DISCOUNT..................................................18

                                         ARTICLE III
                                  SATISFACTION AND DISCHARGE

Section 3.1         SATISFACTION AND DISCHARGE OF INDENTURE.....................................................19
Section 3.2         APPLICATION OF TRUST MONEY..................................................................20
Section 3.3         REPAYMENT OF MONEYS HELD BY PAYING AGENT....................................................20
Section 3.4         REPAYMENT OF MONEYS HELD BY TRUSTEE.........................................................20
Section 3.5         DISCHARGE OF LIABILITY ON SECURITIES........................................................21

                                          ARTICLE IV
                                           REMEDIES

Section 4.1         EVENTS OF DEFAULT...........................................................................21
</Table>

                                       i
<Page>

<Table>
<S>                 <C>                                                                                         <C>

Section 4.2         ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT..........................................23
Section 4.3         COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.............................24
Section 4.4         TRUSTEE MAY FILE PROOFS OF CLAIM............................................................24
Section 4.5         TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.................................25
Section 4.6         APPLICATION OF MONEY COLLECTED..............................................................25
Section 4.7         LIMITATION ON SUITS.........................................................................26
Section 4.8         UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND INTEREST............................26
Section 4.9         RESTORATION OF RIGHT AND REMEDIES...........................................................26
Section 4.10        RIGHTS AND REMEDIES CUMULATIVE..............................................................27
Section 4.11        DELAY OR OMISSION NOT WAIVER................................................................27
Section 4.12        CONTROL BY HOLDERS..........................................................................27
Section 4.13        WAIVER OF PAST DEFAULTS.....................................................................27
Section 4.14        UNDERTAKING FOR COSTS.......................................................................28
Section 4.15        WAIVER OF STAY OR EXTENSION LAWS............................................................28

                                          ARTICLE V
                                         THE TRUSTEE

Section 5.1         DUTIES OF TRUSTEE...........................................................................28
Section 5.2         RIGHTS OF TRUSTEE...........................................................................29
Section 5.3         INDIVIDUAL RIGHTS OF TRUSTEE................................................................31
Section 5.4         TRUSTEE'S DISCLAIMER........................................................................31
Section 5.5         NOTICE OF DEFAULTS..........................................................................31
Section 5.6         COMPENSATION AND INDEMNITY..................................................................31
Section 5.7         REPLACEMENT OF TRUSTEE......................................................................32
Section 5.8         SUCCESSOR TRUSTEE BY MERGER.................................................................32
Section 5.9         ELIGIBILITY; DISQUALIFICATION...............................................................33
Section 5.10        PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY...........................................33

                                          ARTICLE VI
                           HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 6.1         COMPANY TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND ADDRESSES OF HOLDERS.................33
Section 6.2         PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS......................................33
Section 6.3         REPORTS BY TRUSTEE..........................................................................34
Section 6.4         REPORTS BY COMPANY..........................................................................35

                                          ARTICLE VII
                            CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 7.1         CONSOLIDATIONS AND MERGERS OF COMPANY PERMITTED SUBJECT TO CERTAIN CONDITIONS...............35
Section 7.2         RIGHTS AND DUTIES OF SUCCESSOR CORPORATION..................................................36
</Table>

                                       ii
<Page>

<Table>
<S>                 <C>                                                                                         <C>
                                          ARTICLE VIII
                                    SUPPLEMENTAL INDENTURES

Section 8.1         SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS..........................................37
Section 8.2         SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.............................................38
Section 8.3         EXECU TION OF SUPPLEMENTAL INDENTURES........................................................39
Section 8.4         EFFECT OF SUPPLEMENTAL INDENTURES...........................................................39
Section 8.5         REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES..........................................39

                                          ARTICLE IX
                                    COVENANTS OF THE COMPANY

Section 9.1         PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST..................................................39
Section 9.2         MAINTENANCE OF OFFICE OR AGENCY.............................................................39
Section 9.3         MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST...........................................40
Section 9.4         COMPLIANCE CERTIFICATE......................................................................41
Section 9.5         FURTHER INSTRUMENTS AND ACTS................................................................41

                                          ARTICLE X
                                    REDEMPTION OF SECURITIES

Section 10.1        RIGHT TO REDEEM; NOTICES TO TRUSTEE.........................................................41
Section 10.2        SELECTION OF SECURITIES TO BE REDEEMED......................................................41
Section 10.3        NOTICE OF REDEMPTION........................................................................42
Section 10.4        EFFECT OF NOTICE OF REDEMPTION..............................................................43
Section 10.5        DEPOSIT OF REDEMPTION PRICE.................................................................43
Section 10.6        SECURITIES REDEEMED IN PART.................................................................43
Section 10.7        CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION...............................................43

                                          ARTICLE XI
                                         CONVERSION

Section 11.1        CONVERSION RIGHTS...........................................................................44
Section 11.2        CONVERSION RIGHTS BASED ON COMMON STOCK PRICE...............................................44
Section 11.3        CONVERSION RIGHTS UPON CREDIT RATION DOWNGRADE..............................................44
Section 11.4        CONVERSION RIGHTS UPON NOTICE OF REDEMPTION.................................................45
Section 11.5        CONVERSION RIGHTS UPON OCCURRENCE OF CERTAIN CORPORATE TRANSACTIONS.........................45
Section 11.6        CONVERSION PROCEDURES.......................................................................45
Section 11.7        FRACTIONAL SHARES...........................................................................47
Section 11.8        TAXES ON CONVERSION.........................................................................47
Section 11.9        COMPANY TO PROVIDE COMMON STOCK.............................................................48
Section 11.10       ADJUSTMENT OF BASE CONVERSION RATE..........................................................48
Section 11.11       WHEN ADJUSTMENTS MAY BE DEFERRED OR ARE NOT REQUIRED........................................53
Section 11.12       ADJUSTMENT FOR TAX PURPOSES.................................................................53
Section 11.13       NOTICE OF ADJUSTMENT........................................................................53
Section 11.14       Notice of Certain Transactions..............................................................54
</Table>

                                       iii

<Page>

<Table>
<S>                 <C>                                                                                         <C>

Section 11.15       EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE ON CONVERSION PRIVILEGE...........54
Section 11.16       TRUSTEE'S DISCLAIMER........................................................................55
Section 11.17       VOLUNTARY INCREASE..........................................................................55
Section 11.18       RIGHTS ISSUED IN RESPECT OF COMMON STOCK ISSUED UPON CONVERSION.............................55
Section 11.19       COMPANY DETERMINATION FINAL.................................................................55

                                           ARTICLE XII
                                   REPAYMENT AT OPTION OF HOLDERS

Section 12.1        APPLICABILITY OF ARTICLE....................................................................56
Section 12.2        THE COMPANY'S RIGHT TO ELECT MANNER OF PAYMENT OF PURCHASE PRICE............................57
Section 12.3        PURCHASE WITH CASH..........................................................................58
Section 12.4        PAYMENT BY ISSUANCE OF COMMON STOCK.........................................................58
Section 12.5        NOTICE OF ELECTION..........................................................................60
Section 12.6        COVENANTS OF THE COMPANY....................................................................61
Section 12.7        PROCEDURE UPON PURCHASE.....................................................................61
Section 12.8        TAXES.......................................................................................62
Section 12.9        EFFECT OF PURCHASE NOTICE...................................................................62
Section 12.10       DEPOSIT OF PURCHASE PRICE...................................................................63
Section 12.11       SECURITIES PURCHASED IN PART................................................................63
Section 12.12       COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF SECURITIES.................................63
Section 12.13       REPAYMENT TO THE COMPANY....................................................................64
Section 12.14       CONVERSION ARRANGEMENT ON PURCHASE..........................................................64
Section 12.15       REPAYMENT OF SECURITIES.....................................................................64

                                          ARTICLE XIII
                        REPAYMENT AT OPTION OF HOLDER UPON A CHANGE IN CONTROL

Section 13.1        RIGHT TO REQUIRE PURCHASE...................................................................64
Section 13.2        EFFECT OF CHANGE IN CONTROL PURCHASE NOTICE.................................................67
Section 13.3        DEPOSIT OF CHANGE IN CONTROL PURCHASE PRICE.................................................68
Section 13.4        SECURITIES PURCHASED IN PART................................................................69
Section 13.5        COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF SECURITIES.................................69
Section 13.6        REPAYMENT TO THE COMPANY....................................................................69

                                          ARTICLE XIV
             IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES

Section 14.1        EXEMPTION FROM INDIVIDUAL LIABILITY.........................................................69

                                          ARTICLE XV
                                  MISCELLANEOUS PROVISIONS

Section 15.1        SUCCESSORS AND ASSIGNS OF COMPANY BOUND BY INDENTURE........................................70
Section 15.2        ACTS OF BOARD, COMMITTEE OR OFFICER OF SUCCESSOR CORPORATION VALID..........................70
Section 15.3        REQUIRED NOTICES OR DEMANDS.................................................................70
</Table>

                                       iv

<Page>

<Table>
<S>                 <C>                                                                                         <C>

Section 15.4        GOVERNING LAW...............................................................................71
Section 15.5        INDENTURE MAY BE EXECUTED IN COUNTERPARTS...................................................71

ANNEX A             Form of Global Security

ANNEX B             Projected Payment Schedule
</Table>

                                        v
<Page>

     INDENTURE, dated as of the 25th day of February, 2003, between AFFILIATED
MANAGERS GROUP, INC., a Delaware corporation (the "Company"), and THE BANK OF
NEW YORK, a New York banking corporation (the "Trustee").

     WHEREAS, for its lawful corporate purposes, the Company deems it necessary
to issue its securities and has duly authorized the execution and delivery of
this Indenture to provide for the issuance of its Floating Rate Convertible
Senior Debentures due 2033 (the "Securities").

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

     Section 1.1   CERTAIN TERMS DEFINED.

     (a)    Definitions.

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

     "Applicable Stock Price" means, in respect of a Conversion Date, the
average of the Sale Prices per share of Common Stock over the five-trading day
period starting the third trading day following such Conversion Date.

     "Authorized Newspaper" means a newspaper printed in the English language
and customarily published at least once a day on each business day in each
calendar week and of general circulation in the Borough of Manhattan, the City
and State of New York, whether or not such newspaper is published on Saturdays,
Sundays and legal holidays.

     "Base Conversion Price" means the dollar amount derived by dividing the
Principal Amount by the Base Conversion Rate.

     "Base Conversion Rate" means 12.3077 shares of Common Stock, subject to
adjustment as set forth in Section 11.10.

<Page>

     "Board of Directors" means either the board of directors of the Company or
any duly authorized committee of such board.

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

     "Business Day" means any day other than a Saturday, a Sunday or a day on
which banking institutions in The City of New York are authorized or required by
law, regulation or executive order to close, provided such day is also a London
banking day.

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

     "Commission" means the Securities and Exchange Commission.

     "Common Stock" shall mean the shares of Common Stock, $0.01 par value, of
the Company as it exists on the date of this Indenture or any other shares of
capital stock of the Company into which the Common Stock shall be reclassified
or changed.

     "Company" means the party named as the "Company" in the first paragraph of
this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor. The
foregoing sentence shall likewise apply to any such subsequent successor or
successors.

     "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by any two Officers and delivered to the
Trustee.

     "Contingent Interest" shall have the meaning set forth in the form of the
Security attached as Annex A hereto.

     "Conversion Rate" with respect to any Conversion Date means:

     (1)     if the Applicable Stock Price is less than or equal to the Base
             Conversion Price, the Base Conversion Rate; or

     (2)     if the Applicable Stock Price is greater than the Base Conversion
             Price, the number of shares of Common Stock determined in
             accordance with the following formula:

Base Conversion Rate + [(the applicable stock price - the base conversion price)
                        x  the Incremental Share Factor]
                        --------------------------------------------------------
                                      the Applicable Stock Price

     "Corporate Trust Office" means the principal office of the Trustee at which
at any time its corporate trust business shall be administered, which office at
the dated hereof is located at 101 Barclay St., 8th Floor West, New York, New
York 10286, Attention: Corporate Trust

                                        2
<Page>

Administration, or such other address as the Trustee may designate from time to
time by notice to the Holders and the Company, or the principal corporate trust
office of any successor Trustee (or such other address as a successor Trustee
may designate from time to time by notice to the Holders and the Company).

     "Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, and the rules and regulations of the Commission promulgated
thereunder.

     "Global Security" or "Global Securities" means Securities that are in the
form of the Securities attached hereto as Annex A.

     "Holder" means a person in whose name a Security is registered on the
Registrar's books.

     "Indebtedness" means obligations (other than nonrecourse obligations) of
the Company for borrowed money or evidenced by bonds, debentures, notes or
similar instruments.

     "Incremental Share Factor" means 7.5 shares of Common Stock, subject to the
same proportional adjustment as the Base Conversion Rate.

     "Indenture" means this Indenture, as amended or supplemented from time to
time in accordance with the terms hereof, including the provisions of the TIA
that are deemed to be a part hereof.

     "Interest Payment Date" means any date specified in the Security for the
payment of an installment of interest on such Security.

     "Issue Date" of any Security means the date on which the Security was
originally issued or deemed issued as set forth on the face of the Security.

     "Legal Holiday" means a day which is not a Business Day.

     "London banking day" means a day on which commercial banks are open for
business, including dealings in United States dollars, in London.

     "Officer" means the Chairman of the Board, the President, any Executive
Vice President, any Senior Vice President, any Vice President, the Treasurer,
the Secretary, any Assistant Treasurer or any Assistant Secretary of the
Company.

     "Officers' Certificate" means a written certificate containing the
information specified in Section 1.2, signed in the name of the Company by any
two Officers and delivered to the Trustee. An Officers' Certificate given
pursuant to Section 9.4 shall be signed by the principal executive, financial or
accounting officer of the Company but need not contain the information specified
in Sections 1.2.

                                        3
<Page>

     "Opinion of Counsel" means a written opinion containing the information
specified in Section 1.2, from legal counsel. The counsel may be an employee of,
or counsel to, the Company.

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

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

     "Principal Amount" of a Security means the Principal Amount as set forth on
the face of the Security.

     "Redemption Date" means the date specified for redemption of the Securities
in accordance with the terms of the Securities and this Indenture.

     "Redemption Price" means, when used with respect to any Security to be
redeemed, the price at which it is to be redeemed by or pursuant to this
Indenture.

     "Regular Record Date" for the interest payable on any Interest Payment Date
means the date specified in the Security as the applicable "Regular Record
Date."

     "Responsible Officer", when used with respect to the Trustee, means any
officer within the corporate trust department (or any successor group) including
without limitation any vice president, any assistant vice president, any trust
officer or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above-designated officers 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 and who shall have direct responsibility for the
administration of this Indenture.

     "Rule 144A" means Rule 144A under the Securities Act (or any successor
provision), as it may be amended from time to time.

     "Securities" or "Security" means any of the Company's Floating Rate
Convertible Senior Debentures due 2033, as amended or supplemented from time to
time, issued under this Indenture.

     "Securities Act" means the Securities Act of 1933, as amended from time to
time, and the rules and regulations of the Commission promulgated thereunder.

     "Security Register" means the register maintained by the Registrar that
evidences ownership of the Securities.

                                        4
<Page>

     "Special Record Date" means, for the payment of any Defaulted Interest, the
date fixed by the Trustee pursuant to Section 2.13.

     "Stated Maturity", when used with respect to any Security, means the date
specified in such Security as the fixed date on which an amount equal to the
Principal Amount of such Security is due and payable.

     "Subsidiary" means (i) a corporation, a majority of whose Capital Stock
with voting power, under ordinary circumstances, to elect directors is, at the
date of determination, directly or indirectly owned by the Company, by one or
more Subsidiaries of the Company or by the Company and one or more Subsidiaries
of the Company, (ii) a partnership in which the Company or a Subsidiary of the
Company, one or more Subsidiaries of the Company or the Company and one or more
Subsidiaries of the Company holds a majority interest in the equity capital or
profits of such partnership, or (iii) any other person (other than a
corporation) in which the Company, one or more Subsidiaries of the Company or
the Company and one or more Subsidiaries of the Company, directly or indirectly,
at the date of determination, has (x) at least a majority ownership interest or
(y) the power to elect or direct the election of a majority of the directors or
other governing body of such person.

     "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.

     "TIA" means the Trust Indenture Act of 1939 as in effect on the date of
this Indenture, provided, however, that in the event the TIA is amended after
such date, TIA means, to the extent required by any such amendment, the TIA as
so amended.

     "trading day" means a day during which trading in securities generally
occurs on the New York Stock Exchange or, if the Common Stock is not listed on
the New York Stock Exchange, on the principal other national or regional
securities exchange on which the Common Stock is then listed or, if the Common
Stock is not listed on a national or regional securities exchange, on the
National Association of Securities Dealers Automated Quotation System or, if the
Common Stock is not quoted on the National Association of Securities Dealers
Automated Quotation System, on the principal other market on which the Common
Stock is then traded.

     "Trustee" means the party named as the "Trustee" in the first paragraph of
this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor. The
foregoing sentence shall likewise apply to any subsequent such successor or
successors.

                                        5
<Page>

     (b)     Other Definitions.

<Table>
<Caption>

                                                                     Defined in
   Term                                                                Section
---------                                                           ------------
<S>                                                                  <C>
"Act".....................................................................1.4(a)
"Agent Members"..........................................................2.11(f)
"Applicable Rating".........................................................11.3
"applicants"..............................................................6.2(b)
"Associate".................................................................13.1
"Average Sale Price"....................................................11.10(b)
"Bankruptcy Law".............................................................4.1
"Change in Control"......................................................13.1(a)
"Change in Control Purchase Date"........................................13.1(a)
"Change in Control Purchase Notice"......................................13.1(c)
"Change in Control Purchase Price".......................................13.1(a)
"Company Notice"............................................................12.5
"Company Notice Date".......................................................12.3
"Conversion Agent"...........................................................2.3
"Conversion Date"...........................................................11.6
"Custodian"..................................................................4.1
"Defaulted Interest"........................................................2.13
"Depositary".................................................................2.1
"Event of Default"...........................................................4.1
"Ex-Dividend Date"...................................................11.10(c)(2)
"Ex-Dividend Time"......................................................11.10(b)
"Extraordinary Cash Dividend"...........................................11.10(c)
"Legend"..................................................................2.5(f)
"Market Price"..............................................................12.4
"Measurement Period"....................................................11.10(c)
"Notice of Default"..........................................................4.1
"Paying Agent"...............................................................2.3
"Purchase Date".............................................................12.1
"Purchase Notice"...........................................................12.1
"Purchase Price"............................................................12.1
"QIB"........................................................................2.1
"Registrar"..................................................................2.3
"Relevant Cash Dividends"...............................................11.10(c)
"Rights"...................................................................11.18
"Rights Agreement".........................................................11.18
"Sale Price"................................................................12.4
"Standard & Poor's".........................................................11.3
"Time of Determination".................................................11.10(b)
</Table>

     Section 1.2   COMPLIANCE CERTIFICATES AND OPINIONS. Upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the

                                        6
<Page>

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

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

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

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

             (3)   a statement that, in the opinion of each such individual, he
     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 each such
     individual, such condition or covenant has been complied with.

     Section 1.3   FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer actually knows that the
certificate or opinion or representations with respect to the matters upon which
his certificate or opinion is based are erroneous. Any such certificate or
Opinion of Counsel may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an officer or officers of
the Company stating that the information with respect to such factual matters is
in the possession of the Company, unless such counsel knows, or in the exercise
of reasonable care (but without having made an investigation specifically for
the purpose of rendering such opinion) should know, that the certificate or
opinion or representations with respect to such matters are erroneous.

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

                                        7
<Page>

     Section 1.4   ACTS OF HOLDERS. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 5.1) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

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

     (c)     The ownership of Securities shall be proved by the Security
Register.

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

     (e)     The Company may, but shall not be obligated to, set a record date
for purposes of determining the identity of Holders entitled to vote or consent
to any action by vote or consent authorized or permitted under this Indenture.
If a record date is fixed, those persons who were Holders of Securities at such
record date (or their duly designated proxies), and only those persons, shall be
entitled to take such action by vote or consent or to revoke any vote or consent
previously given, whether or not such persons continue to be Holders after such
record date. No action approved by such vote or consent shall be taken more than
six months after such record date.

     Section 1.5   CONFLICT WITH TRUST INDENTURE ACT OF 1939. If any provision
hereof limits, qualifies or conflicts with a provision of the TIA that is
required under the TIA to be part of and govern this Indenture, the TIA shall
control. If any provision of this Indenture modifies or excludes any provision
of the TIA that may be so modified or excluded, such provision shall be deemed
either to apply to this Indenture so modified or to be excluded, as the case may
be.

                                        8
<Page>

     Section 1.6   EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     Section 1.7   SEPARABILITY CLAUSE. In case any provision in this Indenture
or in any Security shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

     Section 1.8   BENEFITS OF INDENTURE. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

     Section 1.9   LEGAL HOLIDAYS. Subject to the next two succeeding sentences,
if any specified date (including a date for giving notice) on which action is to
be taken under this Indenture is a Legal Holiday, the action shall be taken on
the next succeeding day that is not a Legal Holiday. In any case where an
Interest Payment Date (other than an Interest Payment Date coinciding with the
Stated Maturity or earlier Redemption Date, Purchase Date or Change in Control
Purchase Date) of a Security falls on a day that is not a Business Day, such
Interest Payment Date will be postponed to the next succeeding Business Day and
no interest on such payment will accrue for the period from and after the
Interest Payment Date to such next succeeding Business Day, provided that, if
such Business Day falls in the next succeeding calendar month, the Interest
Payment Date will be the Business Day immediately preceding such Interest
Payment Date. If the Stated Maturity, Redemption Date, Purchase Date or Change
in Control Purchase Date of a Security would fall on a day that is not a
Business Day, the required payment of interest, if any, and principal will be
made on the next succeeding Business Day and no interest on such payment will
accrue for the period from and after the Stated Maturity, Redemption Date,
Purchase Date or Change in Control Purchase Date to such next succeeding
Business Day.

                                   ARTICLE II

                                 THE SECURITIES

     Section 2.1   FORM AND DATING. The Securities designated "Floating Rate
Convertible Senior Debentures due 2033" of the Company shall be substantially in
the form set forth in Annex A hereto, which is incorporated into and shall be
deemed a part of this Indenture, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by the
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers of the Company executing the Securities, as evidenced
by their execution of the Securities. Each Security shall be dated the date of
its authentication.

     All of the Securities are initially being offered and sold to qualified
institutional buyers as defined in Rule 144A (collectively, "QIBs" or
individually a "QIB") in reliance on Rule 144A

                                        9
<Page>

under the Securities Act and shall be issued initially in the form of one or
more restricted Global Securities, which shall be deposited on behalf of the
purchasers of the Securities represented thereby with the Trustee, at its
Corporate Trust Office, as custodian for the depositary, The Depository Trust
Company (such depositary, or any successor thereto, being hereinafter referred
to as the "Depositary"), and registered in the name of its nominee, Cede & Co.,
duly executed by the Company and authenticated by the Trustee as hereinafter
provided.

     Each Global Security shall represent such of the outstanding Securities as
shall be specified therein and each shall provide that it shall represent the
aggregate Principal Amount of outstanding Securities from time to time endorsed
thereon and that the aggregate Principal Amount of outstanding Securities
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, redemptions, purchases or conversions of such
Securities. Any endorsement of a Global Security to reflect the amount of any
increase or decrease in the Principal Amount of outstanding Securities
represented thereby shall be made by the Trustee in accordance with the standing
instructions and procedures existing between the Depositary and the Trustee.

     Certificated Securities shall be issued only under the limited
circumstances provided in Sections 2.11(b) hereof.

     Section 2.2   EXECUTION AND AUTHENTICATION. The Securities shall be
executed by the Company by any Officer. The signature of any of these Officers
on the Securities may be manual or facsimile.

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

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

     The Trustee shall authenticate and deliver Securities for original issue in
an aggregate Principal Amount of $300,000,000 upon a Company Order without any
further action by the Company. The Securities shall be issued only in registered
form without coupons and only in denominations of $1,000 of Principal Amount and
any integral multiple thereof. The aggregate Principal Amount of Securities
outstanding at any time may not exceed the amount set forth in the foregoing
sentence, subject to the proviso set forth therein, except as provided in
Section 2.6.

     Section 2.3   REGISTRAR, PAYING AGENT AND CONVERSION AGENT. The Company
shall maintain an office or agency where Securities may be presented for
registration of transfer or for exchange ("Registrar"), an office or agency
where Securities may be presented for purchase or payment ("Paying Agent") and
an office or agency where Securities may be presented for

                                       10
<Page>

conversion ("Conversion Agent"). The Registrar shall keep a register of the
Securities and of their transfer and exchange. The Company may have one or more
co-registrars, one or more additional paying agents and one or more additional
conversion agents. The term Paying Agent includes any additional paying agent
and the term Conversion Agent includes any additional conversion agent.

     The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent, Conversion Agent or co-registrar (other than the
Trustee). The agreement shall implement the provisions of this Indenture that
relate to the duties of such agent. The Company shall notify the Trustee of the
name and address of any such agent. If the Company fails to maintain a
Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and
shall be entitled to appropriate compensation therefor pursuant to Section 5.6.
The Company or any Subsidiary or an Affiliate of either of them may act as
Paying Agent, Registrar, Conversion Agent or co-registrar.

     The Company initially appoints the Trustee as Registrar, Conversion Agent
and Paying Agent in connection with the Securities.

     Section 2.4   PAYING AGENT TO HOLD MONEY AND SECURITIES IN TRUST. Except as
otherwise provided herein, on or prior to each due date of payments in respect
of any Security, the Company shall deposit with the Paying Agent a sum of money
(in immediately available funds if deposited on the due date) or, if applicable,
Common Stock sufficient to make such payments when so becoming due. The Company
shall require each Paying Agent (other than the Trustee) to agree in writing
that the Paying Agent shall hold in trust for the benefit of Holders and/or the
Trustee all money and Common Stock held by the Paying Agent for the making of
payments in respect of the Securities and shall notify the Trustee of any
default by the Company in making any such payment. At any time during the
continuance of any such default, the Paying Agent shall, upon the written
request of the Trustee, forthwith pay to the Trustee all money and Common Stock
so held in trust. If the Company, a Subsidiary or an Affiliate of either of them
acts as Paying Agent, it shall segregate the money and Common Stock held by it
as Paying Agent and hold it as a separate trust fund. The Company at any time
may require a Paying Agent to pay all money and Common Stock held by it to the
Trustee and to account for any funds and Common Stock disbursed by it. Upon
doing so, the Paying Agent shall have no further liability for the money or
Common Stock.

     Section 2.5   TRANSFER AND EXCHANGE. (a) Subject to Section 2.11 hereof,
upon surrender for registration of transfer of any Security, together
with a written instrument of transfer satisfactory to the Registrar duly
executed by the Holder or such Holder's attorney duly authorized in writing, at
the office or agency of the Company designated as Registrar or co-registrar
pursuant to Section 2.3, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of any authorized denomination or
denominations, of a like aggregate Principal Amount. The Company shall not
charge a service charge for any registration of transfer or exchange, but the
Company may require payment of a sum sufficient to pay all taxes, assessments or
other governmental charges that may be imposed in connection with the transfer
or exchange of the Securities from the Holder requesting such transfer or
exchange.

                                       11
<Page>

     The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of Securities selected for redemption (except,
in the case of Securities to be redeemed in part, the portion thereof not to be
redeemed) or any Securities in respect of which a Purchase Notice or Change in
Control Purchase Notice has been given and not withdrawn by the Holder thereof
in accordance with the terms of this Indenture (except, in the case of
Securities to be purchased in part, the portion thereof not to be purchased) or
any Securities for a period of 15 days before the mailing of a notice of
redemption of Securities to be redeemed.

     (b)     Notwithstanding any provision to the contrary herein, so long as a
Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.11 and this Section 2.5(b). Transfers of a
Global Security shall be limited to transfers of such Global Security in whole,
or in part, to nominees of the Depositary or to a successor of the Depositary or
such successor's nominee.

     (c)     Successive registrations and registrations of transfers and
exchanges as aforesaid may be made from time to time as desired, and each such
registration shall be noted on the register for the Securities.

     (d)     Any Registrar appointed pursuant to Section 2.3 hereof shall
provide to the Trustee such information as the Trustee may reasonably require in
connection with the delivery by such Registrar of Securities upon transfer or
exchange of Securities.

     (e)     No Registrar shall be required to make registrations of transfer or
exchange of Securities during any periods designated in the text of the
Securities or in this Indenture as periods during which such registration of
transfers and exchanges need not be made.

     (f)     If Securities are issued upon the transfer, exchange or replacement
of Securities subject to restrictions on transfer and bearing the legends on the
form of Security attached hereto as Annex A setting forth such restrictions
(collectively, the "Legend"), or if a request is made to remove the Legend on a
Security, the Securities so issued shall bear the Legend, or the Legend shall
not be removed, as the case may be, unless (i) there is delivered to the Company
and the Registrar such satisfactory evidence, which shall include an Opinion of
Counsel, as may be reasonably required by the Company and the Registrar, that
neither the Legend nor the restrictions on transfer set forth therein are
required to ensure that transfers thereof comply with the provisions of Rule
144A or Rule 144 under the Securities Act or that such Securities are not
"restricted" within the meaning of Rule 144 under the Securities Act. Upon (i)
provision of such satisfactory evidence, or (ii) notification by the Company to
the Trustee and Registrar of the sale of such Security pursuant to a
registration statement that is effective at the time of such sale, the Trustee,
at the written direction of the Company, shall authenticate and deliver a
Security that does not bear the Legend. If the Legend is removed from the face
of a Security and the Security is subsequently held by an Affiliate of the
Company, the Legend shall be reinstated.

     (g)     Nothing in this Indenture or in the Securities shall prohibit the
sale or other transfer of any Securities (including beneficial interests in
Global Securities) to the Company or any of its Subsidiaries, which Securities
shall thereupon be canceled in accordance with Section 2.9 of this Indenture.

                                       12
<Page>

     Section 2.6   REPLACEMENT SECURITIES. If (a) any mutilated Security is
surrendered to the Trustee, or (b) the Company and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of any Security, and
there is delivered to the Company and the Trustee such security or indemnity as
may be required by them to save each of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company shall execute and upon its written request the
Trustee shall authenticate and deliver, in exchange for any such mutilated
Security or in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and Principal Amount, bearing a number not
contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, or is about to be purchased by the
Company pursuant to Articles XII or XIII hereof, the Company in its discretion
may, instead of issuing a new Security, pay or purchase such Security, as the
case may be.

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

     Every new Security issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

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

     Section 2.7   OUTSTANDING SECURITIES; DETERMINATIONS OF HOLDERS' ACTION.
Securities outstanding at any time are all the Securities authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those delivered to it pursuant to Section 2.6 and those described in this
Section 2.7 as not outstanding. A Security does not cease to be outstanding
because the Company or an Affiliate thereof holds the Security; PROVIDED,
HOWEVER, that in determining whether the Holders of the requisite Principal
Amount of Securities have given or concurred in any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Subject to the foregoing,
only Securities outstanding at the time of such determination shall be
considered in any such determination (including, without limitation,
determinations pursuant to Articles IV and VIII).

                                       13
<Page>

     If a Security is replaced pursuant to Section 2.6, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

     If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date, or on the Business Day following the Purchase Date or a Change
in Control Purchase Date, or on Stated Maturity, money or securities, if
permitted hereunder, sufficient to pay Securities payable on that date, then
immediately after such Redemption Date, Purchase Date, Change in Control
Purchase Date or Stated Maturity, as the case may be, such Securities shall
cease to be outstanding and interest (including Contingent Interest, if any) on
such Securities shall cease to accrue; provided, that if such Securities are to
be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made.

     If a Security is converted in accordance with Article XI, then from and
after the time of conversion on the Conversion Date, such Security shall cease
to be outstanding and interest (including Contingent Interest, if any) shall
cease to accrue on such Security.

     Section 2.8   TEMPORARY SECURITIES. Pending the preparation of definitive
Securities, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued 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 Company will cause definitive
Securities to be prepared without unreasonable delay. 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 of the Company designated for such purpose pursuant to Section 2.3,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like 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 2.9   CANCELLATION. All Securities surrendered for payment,
purchase by the Company pursuant to Articles XII and XIII, conversion,
redemption or registration of transfer or exchange shall, if surrendered to any
person other than the Trustee, be delivered to the Trustee and shall be promptly
canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly canceled by the Trustee. The Company may not
issue new Securities to replace Securities it has paid or delivered to the
Trustee for cancellation or that any Holder has converted pursuant to Article
XI. No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted
by this Indenture. All

                                       14
<Page>

canceled Securities held by the Trustee shall be disposed of by the Trustee in
accordance with its customary practice.

     Section 2.10  PERSONS DEEMED OWNERS. Prior to due presentment of a Security
for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of the Security or the payment of any Redemption Price, Purchase Price
or Change in Control Purchase Price in respect thereof, and interest thereon,
for the purpose of conversion and for all other purposes whatsoever, whether or
not such Security be overdue, and neither the Company, the Trustee nor any agent
of the Company or the Trustee shall be affected by notice to the contrary.

     Section 2.11  GLOBAL SECURITIES.

     (a)     Notwithstanding any other provisions of this Indenture or the
Securities, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.5 and this Section 2.11. A Global Security may
not be transferred, in whole or in part, to any Person other than the Depositary
or a nominee or any successor thereof, and no such transfer to any such other
Person may be registered; provided that this clause (a) shall not prohibit any
transfer of a Security that is issued in exchange for a Global Security but is
not itself a Global Security. No transfer of a Security to any Person shall be
effective under this Indenture unless and until such Security has been
registered in the name of such Person.

     (b)     Notwithstanding any other provisions of this Indenture or the
Securities, a Global Security shall not be exchanged in whole or in part for a
Security registered in the name of any Person other than the Depositary or one
or more nominees thereof, provided that a Global Security may be exchanged for
Securities registered in the names of any person designated by the Depositary in
the event that (i) the Depositary has notified the Company that it is unwilling
or unable to continue as Depositary for such Global Security or such Depositary
has ceased to be a "clearing agency" registered under the Exchange Act, and a
successor Depositary is not appointed by the Company within 90 days, (ii) the
Company decides to discontinue the use of the system of book-entry transfer
through the Depositary (or any successor Depositary) or (iii) an Event of
Default has occurred and is continuing with respect to the Securities. Any
Global Security exchanged pursuant to clause (i) above shall be so exchanged in
whole and not in part, and any Global Security exchanged pursuant to clause
(iii) above may be exchanged in whole or from time to time in part as directed
by the Depositary. Any Security issued in exchange for a Global Security or any
portion thereof shall be a Global Security; provided that any such Security so
issued that is registered in the name of a Person other than the Depositary or a
nominee thereof shall not be a Global Security.

     (c)     Securities issued in exchange for a Global Security or any portion
thereof shall be issued in definitive, fully registered form, without interest
coupons, shall have an aggregate Principal Amount equal to that of such Global
Security or portion thereof to be so exchanged, shall be registered in such
names and be in such authorized denominations as the Depositary shall designate
and shall bear the applicable Legends provided for herein. Any Global Security
to be exchanged in whole shall be surrendered by the Depositary to the Trustee,
as Registrar. With regard to any Global Security to be exchanged in part, either
such Global Security shall be

                                       15
<Page>

so surrendered for exchange or, if the Trustee is acting as custodian for the
Depositary or its nominee with respect to such Global Security, the Principal
Amount thereof shall be reduced, by an amount equal to the portion thereof to be
so exchanged, by means of an appropriate adjustment made on the records of the
Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate
and deliver the Security issuable on such exchange to or upon the order of the
Depositary or an authorized representative thereof.

     (d)     Subject to the provisions of Section 2.11(f) below, the registered
Holder may grant proxies and otherwise authorize any Person, including Agent
Members (as defined below) and persons that may hold interests through Agent
Members, to take any action which a Holder is entitled to take under this
Indenture or the Securities.

     (e)     In the event of the occurrence of any of the events specified in
Section 2.11(b) above, the Company will promptly make available to the Trustee a
reasonable supply of certificated Securities in definitive, fully registered
form, without interest coupons.

     (f)     Neither any members of, or participants in, the Depositary
(collectively, the "Agent Members") nor any other Persons on whose behalf Agent
Members may act shall have any rights under this Indenture with respect to any
Global Security registered in the name of the Depositary or any nominee thereof,
or under any such Global Security, and the Depositary or such nominee, as the
case may be, may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner and holder of such Global Security
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company or the Trustee or any agent of the Company or the Trustee
from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or such nominee, as the case may be, or impair, as
between the Depositary, its Agent Members and any other person on whose behalf
an Agent Member may act, the operation of customary practices of such Persons
governing the exercise of the rights of a holder of any Security.

     Section 2.12  LEGENDS.

     (a)     Subject to the succeeding paragraph, every Security shall be
subject to the restrictions on transfer provided in the Legend including the
delivery of a certification or an Opinion of Counsel, if so requested by the
Company or the Registrar.

     (b)     The restrictions imposed by the Legend upon the transferability of
any Security shall cease and terminate when such Security has been sold pursuant
to an effective registration statement under the Securities Act or transferred
in compliance with Rule 144 under the Securities Act (or any successor provision
thereto) or, if earlier, upon the expiration of the holding period applicable to
sales thereof under Rule 144(k) under the Securities Act (or any successor
provision). Any Security as to which such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon a
surrender of such Security for exchange to the Registrar in accordance with the
provisions of this Section 2.12 (accompanied, in the event that such
restrictions on transfer have terminated by reason of a transfer in compliance
with Rule 144 or any successor provision, by an opinion of counsel having
substantial experience in practice under the Securities Act and otherwise
reasonably acceptable to the Company, addressed to the Company and the Registrar
and in form acceptable to the

                                       16
<Page>

Company, to the effect that the transfer of such Security has been made in
compliance with Rule 144 or such successor provision), be exchanged for a new
Security, of like tenor and aggregate Principal Amount, which shall not bear the
restrictive Legend. The Company shall inform the Trustee of the effective date
of any registration statement registering the Securities under the Securities
Act. The Trustee and the Registrar shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance with the aforementioned
opinion of counsel or registration statement.

     (c)     As used in the preceding two paragraphs of this Section 2.12, the
term "transfer" encompasses any sale, pledge, transfer, hypothecation or other
disposition of any Security.

     Section 2.13  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Interest on
any Security which is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest at the office or agency of
the Company maintained for such purpose pursuant to Section 9.2; PROVIDED,
HOWEVER, that each installment of interest on any Security may at the Company's
option be paid by mailing a check for such interest, payable to or upon the
written order of the Person entitled thereto pursuant to Section 15.3, to the
address of such Person as it appears on the Security Register.

     Any interest on any Security of which is payable but is not punctually paid
or duly provided for on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in clause (1) or (2) below:

             (1)   The Company may elect to make payment of any Defaulted
     Interest to the Persons in whose names the Securities (or Predecessor
     Securities) are registered at the close of business on a Special Record
     Date for the payment of such Defaulted Interest, which shall be fixed in
     the following manner. The Company shall notify the Trustee in writing of
     the amount of Defaulted Interest proposed to be paid on each Security and
     the date of the proposed payment, and at the same time the Company shall
     deposit with the 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 Trustee for such deposit on or prior to
     the date of the proposed payment, such money when deposited to be held in
     trust for the benefit of the Persons entitled to such Defaulted Interest as
     in this clause provided. Thereupon the Trustee shall fix a Special Record
     Date for the payment of such Defaulted Interest which shall be not more
     than 15 days and not less than 10 days prior to the date of the proposed
     payment and not less than 10 days after the receipt by the Trustee of the
     notice of the proposed payment. The Trustee shall promptly notify the
     Company of such Special Record Date and, in the name and at the expense of
     the Company, shall cause notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor to be mailed, first-class
     postage prepaid, to each Holder of Securities at his 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 so mailed, such Defaulted
     Interest shall be paid to the Persons in whose names the Securities (or

                                       17
<Page>

     Predecessor Securities) are registered at the close of business on such
     Special Record Date and shall no longer be payable pursuant to the
     following clause (2).

             (2)   The Company may make payment of any Defaulted Interest on the
     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 Company to the Trustee of the proposed payment pursuant
     to this clause, such manner of payment shall be deemed practicable by the
     Trustee.

     On conversion of a Holder's Securities, such Holder shall not receive any
cash payment of interest. The Company's delivery to a Holder of the full number
of shares of Common Stock into which a Security is convertible, together with
any cash payment for such Holder's fractional shares, or cash or a combination
of cash and Common Stock in lieu thereof, shall be deemed to satisfy the
Company's obligation to pay the Principal Amount of the Security and to satisfy
the Company's obligation to pay accrued but unpaid interest (including
Contingent Interest, if any) attributable to the period from the most recent
Interest Payment Date through the Conversion Date.

     Notwithstanding the above, if any Securities are converted after a Regular
Record Date but prior to the next succeeding Interest Payment Date, Holders of
such Securities at the close of business on such Regular Record Date shall
receive the interest payable on such Securities on the corresponding Interest
Payment Date notwithstanding the conversion. Such Securities, upon surrender for
conversion, must be accompanied by funds equal to the amount of interest payable
on the Principal Amount of the Securities so converted, unless such Securities
have been called for redemption on a Redemption Date that occurs between a
Regular Record Date and the Interest Payment Date to which it relates, in which
case no such payment shall be required.

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

     Section 2.14  CUSIP NUMBERS. The Company in issuing the Securities may use
"CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the CUSIP numbers.

     Section 2.15  CALCULATION OF TAX ORIGINAL ISSUE DISCOUNT. The Company
agrees, and each Holder and any beneficial owner of a Security by its purchase
thereof shall be deemed to agree, to treat, for United States federal income tax
purposes, the Securities as debt instruments that are subject to Treasury
Regulation Section 1.1275-4(b). For United States federal income tax purposes,
the Company agrees, and each Holder and any beneficial owner of a Security by
its

                                       18
<Page>

purchase thereof shall be deemed to agree, to treat the fair market value of the
Common Stock received upon the conversion of a Security, or upon the Holder's or
beneficial owner's exercise of a put right where the Company elects to pay in
Common Stock, as a contingent payment for purposes of Treasury Regulation
Section 1.1275-4(b) and to accrue interest with respect to outstanding
Securities as original issue discount for United States federal income tax
purposes (i.e., Tax Original Issue Discount) according to the "noncontingent
bond method," set forth in Section 1.1275-4(b) of the Treasury Regulations,
using the comparable yield set forth in Annex B to this Indenture compounded
semiannually and the projected payment schedule attached as Annex B to this
Indenture.

     The Company acknowledges and agrees, and each Holder and any beneficial
owner of a Security by its purchase thereof shall be deemed to acknowledge and
agree, that (i) the comparable yield means the annual yield the Company would
pay, as of the Issue Date, on a noncontingent, nonconvertible, fixed-rate debt
instrument with terms and conditions otherwise similar to those of the
Securities, (ii) the schedule of projected payments is determined on the basis
of an assumption of linear growth of the stock price and is not determined for
any purpose other than for the determination of interest accruals and
adjustments thereof in respect of the Securities for United States federal
income tax purposes and (iii) the comparable yield and the schedule of projected
payments do not constitute a projection or representation regarding the amounts
payable on the Securities.

                                   ARTICLE III

                           SATISFACTION AND DISCHARGE

     Section 3.1   SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall upon Company Request cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

             (1)   either

                   (A)   all Securities theretofore authenticated and delivered
             (other than (i) Securities which have been destroyed, lost or
             stolen and which have been replaced or paid as provided in Section
             2.6 and (ii) Securities for whose payment money has theretofore
             been deposited in trust or segregated and held in trust by the
             Company and thereafter repaid to the Company or discharged from
             such trust, as provided in Section 9.3) have been delivered to the
             Trustee for cancellation; or

                   (B)   all such Securities not theretofore delivered to the
             Trustee for cancellation

                         (i)  have become due and payable,

                         (ii) will become due and payable at their Stated
                   Maturity within six months, or

                                       19
<Page>

                         (iii) are to be called for redemption within six months
                   under arrangements satisfactory to the Trustee for the
                   giving of notice of redemption by the Trustee in the name,
                   and at the expense, of the Company,

             and the Company, in the case of (i), (ii) or (iii) above, has
             deposited or caused to be deposited with the Trustee as trust funds
             in trust for the purpose an amount sufficient to pay and discharge
             the entire indebtedness on such Securities not theretofore
             delivered to the Trustee for cancellation, for principal and
             interest to the date of such deposit (in the case of Securities
             which have become due and payable) or to the Stated Maturity or
             Redemption Date, as the case may be;

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

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

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 5.6 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 3.2 and the last
paragraph of Section 9.3 shall survive such satisfaction and discharge.

     Section 3.2   APPLICATION OF TRUST MONEY. (a) Subject to the provisions of
the last paragraph of Section 9.3, all money deposited with the Trustee pursuant
to Section 3.1 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.

     Section 3.3   REPAYMENT OF MONEYS HELD BY PAYING AGENT. In connection with
the satisfaction and discharge of this Indenture all moneys then held by any
Paying Agent (other than the Trustee, if the Trustee is a Paying Agent) under
the provisions of this Indenture shall, upon demand of the Company, be repaid to
it or paid to the Trustee and thereupon such Paying Agent shall be released from
all further liability with respect to such moneys.

     Section 3.4   REPAYMENT OF MONEYS HELD BY TRUSTEE. Any moneys deposited
with the Trustee or any Paying Agent for the payment of the principal of or
interest on any Security and not applied but remaining unclaimed by the Holders
for two years after the date upon which the principal of or interest on such
Security shall have become due and payable, shall be repaid to the Company by
the Trustee or such Paying Agent on demand; and the Holder of any of the
Securities entitled to receive such payment shall thereafter look only to the
Company for the payment thereof and all liability of the Trustee or such Paying
Agent with respect to such moneys shall thereupon cease.

                                       20
<Page>

     Section 3.5   DISCHARGE OF LIABILITY ON SECURITIES. When (i) the Company
delivers to the Trustee or any Paying Agent all outstanding Securities (other
than Securities replaced pursuant to Section 2.6 of the Indenture) for
cancellation or (ii) all outstanding Securities have become due and payable,
whether at Stated Maturity, any Redemption Date, any Purchase Date, a Change in
Control Purchase Date, or upon conversion or otherwise, and the Company deposits
with the Trustee, any Paying Agent or the Conversion Agent, if applicable, cash
or, if expressly permitted by the terms of the Securities, Common Stock
sufficient to pay all amounts due and owing on all outstanding Securities (other
than Securities replaced pursuant to Section 2.6), and if in either case the
Company pays all other sums payable hereunder by the Company, then this
Indenture shall, subject to Section 5.6, cease to be of further effect, except
for the indemnification of the Trustee, which shall survive such satisfaction
and discharge. The Trustee shall join in the execution of a document prepared by
the Company acknowledging satisfaction and discharge of this Indenture on demand
of the Company accompanied by an Officers' Certificate and Opinion of Counsel
and at the reasonable cost and expense of the Company.


                                   ARTICLE IV

                                    REMEDIES

     Section 4.1   EVENTS OF DEFAULT. "Event of Default," wherever used herein
with respect to the Securities, shall mean any one of the following events:

             (a)   a default in the payment of the Principal Amount, Redemption
     Price, Purchase Price or Change in Control Purchase Price with respect to
     any Security when such payment becomes due and payable pursuant to the
     terms hereof; and

             (b)   a default in the payment of any interest (including
     Contingent Interest, if any) on the Securities, when the same becomes due
     and payable, for a period of 30 days; and

             (c)   the failure by the Company to comply with any of its other
     agreements in the Securities or this Indenture (other than those referred
     to in clauses (a) or (b) above) upon receipt by the Company of notice of
     such default from the Trustee or from Holders of not less than 25% in
     aggregate Principal Amount of the Securities then outstanding and such
     failure (or failure to obtain a waiver thereof) continues for 30 days after
     receipt by the Company of a Notice of Default; and

             (d)   the failure by the Company to make any payment by the end of
     any applicable grace period after maturity of Indebtedness in an amount
     (taken together with amounts under clause (e) below) in excess of
     $30,000,000 and continuance of such failure for a period of 30 days after
     the receipt by the Company of a Notice of Default; and

             (e)   the acceleration of Indebtedness of the Company in an amount
     (taken together with amounts under clause (d) above) in excess of
     $30,000,000 because of a default with respect to such Indebtedness,
     without, in the case of clause (d) above or this clause (e), such
     Indebtedness having been discharged or such acceleration having been

                                       21
<Page>

     cured, waived, rescinded or annulled, for a period of 30 days after receipt
     by the Company of a Notice of Default; PROVIDED HOWEVER, if any such
     failure or acceleration referred to in clause (d) above or this clause (e)
     shall cease or be cured, waived, rescinded or annulled, then the Event of
     Default by reason thereof shall be deemed not to have occurred; and

             (f)   final unsatisfied judgments not covered by insurance
     aggregating in excess of $30,000,000 rendered against the Company or any of
     their Affiliates and not stayed, bonded or discharged within 60 days; and

             (g)   the Company pursuant to or under or within the meaning of any
     Bankruptcy Law:

                   (1)   commences a voluntary case or proceeding;

                   (2)   consents to the entry of an order for relief against it
             in an involuntary case or proceeding or the
             commencement of any case against it;

                   (3)   consents to the appointment of a Custodian of it or for
             any substantial part of its property;

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

                   (5)   files a petition in bankruptcy or answer or consent
             seeking reorganization or relief; or

                   (6)   consents to the filing of such petition or the
             appointment of or taking possession by a Custodian; and

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

                   (1)   is for relief against the Company in an involuntary
             case or proceeding, or adjudicates the Company insolvent or
             bankrupt;

                   (2)   appoints a Custodian of the Company or for any
             substantial part of the property of the Company; or

                   (3)   orders the winding up or liquidation of the Company;

     and the order or decree remains unstayed and in effect for 60 days.

     "Bankruptcy Law" means Title 11, United States Code, or any similar Federal
or state law for the relief of debtors.

     "Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

                                       22
<Page>

     A Default under clauses (c), (d) or (e) above is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in
aggregate Principal Amount of the Securities at the time outstanding notify the
Company and the Trustee, of the Default and the Company does not cure such
Default (and such Default is not waived) within the time specified in clauses
(c), (d) or (e) above after actual receipt of such notice. Any such notice must
specify the Default, demand that it be remedied and state that such notice is a
"Notice of Default".

     The Company shall deliver to the Trustee, within 30 days after it becomes
aware of the occurrence thereof, written notice of any event which with the
giving of notice or the lapse of time, or both, would become an Event of Default
under clause (c) or clause (e) above, its status and what action the Company is
taking or proposes to take with respect thereto.

     Section 4.2   ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default (other than an Event of Default specified in Section 4.1(g)
or (h)) occurs and is continuing, the Trustee by notice to the Company or the
Holders of at least 25% in aggregate Principal Amount of the Securities at the
time outstanding by notice to the Company and the Trustee, may declare the
principal of the Securities through the date of such declaration, and any
accrued and unpaid interest (including Contingent Interest, if any) through the
date of such declaration, on all the Securities to be immediately due and
payable. Upon such a declaration, such principal, and such accrued and unpaid
interest (including Contingent Interest, if any) shall be due and payable
immediately. If an Event of Default specified in Section 4.1(g) or (h) occurs
and is continuing, the principal, and any accrued and unpaid interest (including
Contingent Interest, if any) on all the Securities to the date of the occurrence
of such Event of Default shall become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holders.

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

             (1)   the Company has paid or deposited with the Trustee a sum
     sufficient to pay

                   (A)   all overdue interest (including Contingent Interest, if
             any) on all Securities,

                   (B) the principal of the Securities which have become due
             otherwise than by such declaration of acceleration and interest
             thereon at the rate or rates prescribed therefor in such
             Securities,

                   (C) to the extent that payment of such interest is
             enforceable under applicable law, interest upon overdue interest to
             the date of such payment or deposit at the rate or rates prescribed
             therefor in such Securities or, if no such rate or rates are so
             prescribed, at the rate borne by the Securities during the period
             of such default, and

                                       23
<Page>

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

     and

             (2)   all Events of Default with respect to the Securities, other
     than the non-payment of the principal of the Securities which have become
     due solely by such declaration of acceleration, have been cured or waived
     as provided in Section 4.13.

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

     Section 4.3   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Company covenants that (1) in case default shall be made in the
payment of any installment of interest (including Contingent Interest, if any)
on any Security, as and when the same shall become due and payable, and such
default shall have continued for a period of 30 days, or (2) in case default
shall be made in the payment of the principal of any Security when the same
becomes due in accordance with the terms thereof and such default shall have
continued for a period of five business days then, upon demand of the Trustee,
the Company will pay to the Trustee, for the benefit of the Holders of such
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 and
(to the extent that payment of such interest is enforceable under applicable
law) upon overdue installments of interest at the rate borne by the Securities
during the period of such default; and, in addition thereto, such further amount
as shall be sufficient to cover reasonable compensation to the Trustee, its
agents, attorneys and counsel, and all other expenses and liabilities incurred,
and all advances made, by the Trustee except as a result of its own negligence
or willful misconduct.

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

     Section 4.4   TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the Principal Amount, Redemption Price, Purchase Price, Change in
Control Purchase Price or interest (including Contingent Interest, if any) in
respect of the Securities shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of any such amount) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

                                       24
<Page>

             (i)   to file and prove a claim for the entire Principal Amount,
     Redemption Price, Purchase Price, Change in Control Purchase Price or
     interest (including Contingent Interest, if any) owing and unpaid in
     respect of the Securities and to file such other papers or documents as may
     be necessary or advisable in order to have the claims of the Trustee
     (including any claim for the reasonable compensation, expenses,
     disbursements and advances of the Trustee, its agents and counsel) and of
     the Holders allowed in such judicial proceeding; and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 5.6.

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

     Section 4.5   TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.
All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

     Section 4.6   APPLICATION OF MONEY COLLECTED. Any money collected by the
Trustee pursuant to this Article shall be applied in the following order:

             FIRST:  To the payment of all amounts due the Trustee under
     Section 5.6;

             SECOND: To the payment of the amounts then due and unpaid for
     Principal Amount, Redemption Price, Purchase Price, Change in Control
     Purchase Price or interest (including Contingent Interest, if any) on the
     Securities in respect of which or for the benefit of which such money has
     been collected, ratably, without preference or priority of any kind,
     according to the amounts due and payable on such Securities; and

             THIRD:  To the payment of the remainder, if any, to the Company or
     as a court of competent jurisdiction may direct.

                                       25
<Page>

     Section 4.7   LIMITATION ON SUITS. No Holder of any Security shall have any
right to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless

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

             (2)   the Holders of not less than 25% in aggregate Principal
     Amount of the outstanding Securities shall have made written request to the
     Trustee to institute proceedings in respect of such Event of Default in its
     own name as Trustee hereunder;

             (3)   such Holder or Holders shall have offered to the Trustee
     reasonable indemnity satisfactory to it as it may require against the
     costs, expenses and liabilities to be incurred in compliance with such
     request;

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

             (5)   no direction inconsistent with such written request shall
     have been given to the Trustee pursuant to Section 4.12 during such 60-day
     period by the Holders of a majority in Principal Amount of the outstanding
     Securities;

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

     Section 4.8   UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND
INTEREST. Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the Principal Amount, Redemption Price, Purchase Price,
Change in Control Purchase Price or interest (including Contingent Interest, if
any) on such Security after the respective due dates expressed in such Security,
and to convert the Securities in accordance with Article XI, and to institute
suit for the enforcement of any such payment on or after such respective dates,
and such rights shall not be impaired without the consent of such Holder.

     Section 4.9   RESTORATION OF RIGHT AND REMEDIES. If the Trustee or any
has Holder instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

                                       26
<Page>

     Section 4.10  RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in the last paragraph of Section 2.6, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     Section 4.11  DELAY OR OMISSION NOT WAIVER. No delay or omission of the
Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

     Section 4.12  CONTROL BY HOLDERS. The Holders of a majority in aggregate
Principal Amount of the outstanding Securities shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities; PROVIDED, HOWEVER, that

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

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

             (3)   such direction is not unduly prejudicial to the rights of
     Holders not taking part in such direction, and

             (4)   such direction would not involve the Trustee in personal
     liability, as the Trustee, upon being advised by counsel, shall reasonably
     determine.

     Section 4.13  WAIVER OF PAST DEFAULTS. The Holders of at least a majority
in aggregate Principal Amount of the outstanding Securities may on behalf of the
Holders of all the Securities by notice to the Trustee waive any past default
hereunder with respect to such Securities and its consequences, except a
Default:

             (1)   which is an Event of Default described in Section 4.1(a) or
     (b); or

             (2)   in respect of a covenant or provision hereof which under
     Article VIII cannot be modified or amended without the consent of the
     Holder of each outstanding Security; or

             (3)   which constitutes a failure to convert any Security in
     accordance with the terms of Article XI.

                                       27
<Page>

     Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture, and the Company, the Trustee and Holders 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.

     Section 4.14  UNDERTAKING FOR COSTS. All parties to this Indenture agree,
and each Holder of any Security by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Company, to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in Principal Amount of the outstanding Securities,
or to any suit instituted by any Holder pursuant to Section 4.8. This Section
4.14 shall be in lieu of Section 315(e) of the TIA and such Section 315(e) is
hereby expressly excluded from this Indenture, as permitted by the TIA.

     Section 4.15  WAIVER OF STAY OR EXTENSION LAWS. The Company covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, which would prohibit or forgive the Company from paying all or any
portion of the Principal Amount, Redemption Price, Purchase Price or Change in
Control Purchase Price or interest (including Contingent Interest) in respect of
Securities, as contemplated herein, or which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.


                                    ARTICLE V

                                   THE TRUSTEE

     Section 5.1   DUTIES OF TRUSTEE. (a) If an Event of Default has occurred
and is continuing, the Trustee shall exercise the rights and powers vested in it
by this Indenture and use the same degree of care and skill in its exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

     (b)     Except during the continuance of an Event of Default:

             (1)   the Trustee need perform only those duties that are
     specifically set forth in this Indenture and no others; and

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             (2)   in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     in case of any such certificates or opinions which by provision hereof are
     specifically required to be furnished to the Trustee, the Trustee shall
     examine the certificates and opinions to determine whether or not they
     conform to the requirements of this Indenture (but need not confirm or
     investigate the accuracy of mathematical calculations or other facts stated
     therein).

     This Section 5.1(b) shall be in lieu of Section 315(a) of the TIA and such
Section 315(a) is hereby expressly excluded from this Indenture, as permitted by
the TIA.

     (c)     The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

             (1)   this paragraph (c) does not limit the effect of paragraph (b)
     of this Section 5.1;

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

             (3)   the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 4.12.

     Subparagraphs (c)(1), (2) and (3) shall be in lieu of Sections 315(d)(1),
315(d)(2) and 315(d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and
315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the
TIA.

     (d)     Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 5.1.

     (e)     The Trustee may refuse to perform any duty or exercise any right or
power or extend or risk its own funds or otherwise incur any financial liability
unless it receives indemnity satisfactory to it against any loss, liability or
expense.

     (f)     Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee (acting in
any capacity hereunder) shall be under no liability for interest on any money
received by it hereunder unless otherwise agreed in writing with the Company.

     Section 5.2   RIGHTS OF TRUSTEE.  Subject to its duties and
responsibilities under the TIA,

     (a)     The Trustee may conclusively rely on any document believed by it to
be genuine and to have been signed or presented by the proper person. The
Trustee need not investigate any fact or matter stated in the document.

                                       29
<Page>

     (b)     Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such
Officers' Certificate or Opinion of Counsel.

     (c)     The Trustee may act through agents and attorneys and shall not be
responsible for the misconduct or negligence of any agent or attorney appointed
with due care.

     (d)     Subject to the provisions of Section 5.1(c), the Trustee shall not
be liable for any action it takes or omits to take in good faith which it
believes to be authorized or within its rights or powers.

     (e)     The Trustee may consult with counsel selected by it 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.

     (f)     The 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 Holders, pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which may be
incurred therein or thereby.

     (g)     The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney
at the sole cost of the Company and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation.

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

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

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

     (k)     The Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person

                                       30
<Page>

authorized to sign an Officers' Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superseded.

     Section 5.3   INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee. Any Paying Agent, Registrar, Conversion Agent or
co-registrar may do the same with like rights. However, the Trustee must comply
with Sections 5.9 and 5.10.

     Section 5.4   TRUSTEE'S DISCLAIMER. The Trustee makes no representation as
to the validity or adequacy of this Indenture or the Securities, it shall not be
accountable for the Company's use or application of the proceeds from the
Securities, it shall not be responsible for any statement in the registration
statement for the Securities under the Securities Act or in the Indenture or the
Securities (other than its certificate of authentication), or the determination
as to which beneficial owners are entitled to receive any notices hereunder.

     Section 5.5   NOTICE OF DEFAULTS. If a Default occurs and if it is known to
the Trustee, the Trustee shall give to each Holder notice of the Default within
90 days after it occurs unless such Default shall have been cured or waived
before the giving of such notice. Except in the case of a Default described in
Section 4.1(a) or (b), the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of Holders. The second sentence of this
Section 5.5 shall be in lieu of the proviso to Section 315(b) of the TIA and
such proviso is hereby expressly excluded from this Indenture, as permitted by
the TIA.

     Section 5.6   COMPENSATION AND INDEMNITY.  The Company agrees:

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

     (b)     to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses, advances and disbursements of its agents and
counsel), except any such expense, disbursement or advance as shall be
determined to have been caused by its own negligence or willful misconduct; and

     (c)     to fully indemnify the Trustee or any predecessor trustee and their
agents for, and to hold them harmless against, any loss, damage, claim,
liability, cost or expense (including reasonable attorney's fees and expenses
and taxes (other than taxes based upon, measured by or determined by the income
of the Trustee)) incurred without negligence or willful misconduct on its part,
arising out of or in connection with the acceptance or administration of this
trust, including the costs and expenses of defending itself against any claim
(whether asserted by the Company, any Holder or any other Person) or liability
in connection with the exercise or performance of any of its powers or duties
hereunder.

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     To secure the Company's payment obligations in this Section 5.6, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay the Principal
Amount, Redemption Price, Purchase Price, Change in Control Purchase Price or
interest, if any, as the case may be, on particular Securities.

     The Company's payment obligations pursuant to this Section 5.6 shall
survive the discharge of this Indenture and resignation or removal of the
Trustee. When the Trustee incurs expenses after the occurrence of a Default
specified in Section 4.1(g) or (h), the expenses, including the reasonable fees
and expenses of its counsel, are intended to constitute expenses of
administration under any Bankruptcy Law.

     Section 5.7   REPLACEMENT OF TRUSTEE. The Trustee may resign by so
notifying the Company; PROVIDED, HOWEVER, no such resignation shall be effective
until a successor Trustee has accepted its appointment pursuant to this
Section 5.7. The Holders of a majority in aggregate Principal Amount of the
Securities at the time outstanding may remove the Trustee by so notifying the
Trustee and the Company. The Company shall remove the Trustee if:

     (a)     the Trustee fails to comply with Section 5.9;

     (b)     the Trustee is adjudged bankrupt or insolvent;

     (c)     a receiver or public officer takes charge of the Trustee or its
             property; or

     (d)     the Trustee otherwise becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint, by resolution of
its Board of Directors, a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company satisfactory in form and substance to
the retiring Trustee and the Company. Thereupon the resignation or removal of
the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to Holders. The retiring
Trustee shall upon payment of its charges hereunder promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 5.6.

     If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee (at the expense of
the Company), the Company or the Holders of a majority in aggregate Principal
Amount of the Securities at the time outstanding may petition at the expense of
the Company any court of competent jurisdiction for the appointment of a
successor Trustee.

     If the Trustee fails to comply with Section 5.9, any Holder may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

     Section 5.8   SUCCESSOR TRUSTEE BY MERGER. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another

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<Page>

     corporation, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

     Section 5.9   ELIGIBILITY; DISQUALIFICATION. The Trustee shall at all times
satisfy the requirements of TIA Sections 310(a)(1) and 310(b). The Trustee shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition. Nothing herein contained shall
prevent the Trustee from filing with the Commission the application referred to
in the penultimate paragraph of TIA Section 310(b).

     Section 5.10  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                   ARTICLE VI

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     Section 6.1   COMPANY TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND
ADDRESSES OF HOLDERS. The Company covenants and agrees that it will furnish or
cause to be furnished to the Trustee:

     (a)     Semi-annually, not later than May 1 and November 1 in each year,
commencing May 1, 2004, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of a date not more than 15
days prior to the time such list is furnished and

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

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

     Section 6.2   PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders of
Securities (1) contained in the most recent list furnished to it as provided in
Section 6.1 and (2) received by it in the capacity of Paying Agent or Registrar
(if so acting) hereunder.

     The Trustee may destroy any list furnished to it as provided in Section 6.1
upon receipt of a new list so furnished.

     (b)     In case three or more Holders of Securities (hereinafter called
"applicants") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Security of such series
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

                                       33
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Holders of Securities with respect to their rights under this Indenture or under
the Securities, and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall,
within five business days after the receipt of such application, at its
election, either

                   (1)  afford such applicants access to the information
             preserved a the time by the Trustee in accordance with the
             provisions of subsection (a) of this Section 6.2, or

                   (2)  inform such applicants as to the approximate number of
             Holders of Securities of such series or of all series, as the case
             may be, whose names and addresses appear in the information
             preserved at the time by the Trustee in accordance with the
             provisions of subsection (a) of this Section 6.2, and as to the
             approximate cost of mailing to such Holders the form of proxy or
             other communication, if any, specified in such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of Securities whose name and address appear in the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 6.2, a copy of the form of proxy or
other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender the 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
Trustee, such mailing would be contrary to the best interests of the Holders of
Securities, 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 Trustee shall
mail copies of such material to all such Holders with reasonable promptness
after the entry of such order and the renewal of such tender; otherwise the
Trustee shall be relieved of any obligation or duty to such applicants
respecting their application.

     (c)     Each and every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee or any Registrar or 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 in accordance with the provisions of subsection (b) of this Section 6.2,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under said subsection (b).

     Section 6.3   REPORTS BY TRUSTEE. Within 60 days after each May 15
beginning with May 15, 2004, the Trustee shall mail to each Holder a brief
report dated as of such May 15 that

                                       34
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complies with TIA Section 313(a), if required by such Section 313(a). The
Trustee also shall comply with TIA Section 313(b).

     A copy of each report at the time of its mailing to Holders shall be filed
with the Commission and each securities exchange, if any, on which the
Securities are listed. The Company agrees to promptly notify the Trustee
whenever the Securities become listed on any securities exchange and of any
delisting thereof.

     Section 6.4   REPORTS BY COMPANY. The Company shall file with the Trustee,
within 15 days after it files such annual and quarterly reports, information,
documents and other reports with the Commission, copies of its annual report and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may by rules and regulations prescribe)
which the Company is required to file with the Commission pursuant to Section 13
or 15(d) of the Exchange Act. In the event the Company is at any time no longer
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, it shall continue to provide the Trustee with reports containing
substantially the same information as would have been required to be filed with
the Commission had the Company continued to have been subject to such reporting
requirements. In such event, such reports shall be provided at the times the
Company would have been required to provide reports had it continued to have
been subject to such reporting requirements. The Company also shall comply with
the other provisions of TIA Section 314(a).

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

     If at any time while any of the Securities are "restricted securities"
within the meaning of Rule 144, the Company is no longer subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company
will prepare and will furnish to any Holder, any beneficial owner of Securities
and any prospective purchaser of Securities designated by a Holder or a
beneficial owner of Securities, promptly upon request, the information required
pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act
in connection with the offer, sale or transfer of Securities.

                                   ARTICLE VII

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     Section 7.1   CONSOLIDATIONS AND MERGERS OF COMPANY PERMITTED SUBJECT TO
CERTAIN CONDITIONS. The Company shall not consolidate with or merge into any
other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, unless:

     (a)     either (1) the Company shall be the continuing corporation or (2)
the person (if other than the Company) formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance, transfer
or lease the properties and assets of the

                                       35
<Page>

Company substantially as an entirety (i) shall be organized and validly existing
under the laws of the United States or any State thereof or the District of
Columbia and (ii) shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form reasonably satisfactory to the
Trustee, all of the obligations of the Company under the Securities and this
Indenture;

     (b)     immediately after giving effect to such transaction, no Default or
Event of Default shall have occurred and be continuing; and

     (c)     the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture,
comply with this Article VII and that all conditions precedent herein provided
for relating to such transaction have been satisfied.

     For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise) of the properties and assets of one or more Subsidiaries (other than
to the Company or another Subsidiary), which, if such assets were owned by the
Company, would constitute all or substantially all of the properties and assets
of the Company, shall be deemed to be the transfer of all or substantially all
of the properties and assets of the Company.

     The successor person formed by such consolidation or into which the Company
is merged or the successor person to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor had been named as the Company herein; and thereafter, except in the
case of a lease and obligations the Company may have under a supplemental
indenture pursuant to Section 11.15, the Company shall be discharged from all
obligations and covenants under this Indenture and the Securities. Subject to
Section 8.3, the Company, the Trustee and the successor person shall enter into
a supplemental indenture to evidence the succession and substitution of such
successor person and such discharge and release of the Company.

     Section 7.2   RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. Upon any
consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the properties and assets of the
Company substantially as an entirety in accordance with Section 7.1, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.

                                       36
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                                  ARTICLE VIII

                             SUPPLEMENTAL INDENTURES

     Section 8.1   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. The
Company, when authorized by a Board Resolution, and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental hereto
(which shall conform to the provisions of the TIA as in force at the date of the
execution thereof) for one or more of the following purposes:

             (1)   to evidence the succession of another corporation or entity
     to the Company, or successive successions, and the assumption by the
     successor corporation or entity of the covenants, agreements and
     obligations of the Company under this Indenture;

             (2)   to add to the covenants of the Company or to add additional
     rights for the benefit of the Holders of Securities or to surrender any
     right or power herein conferred upon the Company;

             (3)   to cure any ambiguity, omission, defect or inconsistency
     herein, to correct or supplement any provision herein or in any
     supplemental indenture which may be defective or inconsistent with any
     other provision herein or in any supplemental indenture, or to make such
     other provisions with respect to matters or questions arising under this
     Indenture, provided such action shall not adversely affect the interests of
     the Holders of Securities in any material respect;

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

             (5)   to add any additional Events of Default for the benefit of
     the Holders of Securities;

             (6)   to add to or change any of the provisions of this Indenture
     to such extent as shall be necessary to permit or facilitate the issuance
     of Securities in coupon form, registrable or not registrable as to
     principal, and to provide for exchangeability of such Securities with
     Securities issued hereunder in fully registered form;

             (7)   to secure the Securities; and

             (8)   to comply with any requirement of the Commission in
     connection with the qualification of the Indenture under the TIA.

     Any amendment described in clause (3) above made solely to conform this
Indenture to the final offering memorandum provided to investors in connection
with the initial offering of the Securities by the Company will not be deemed to
materially and adversely affect the interests of Holders.

                                       37
<Page>

     The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder.

     Any supplemental indenture authorized by the provisions of this Section 8.1
may be executed by the Company and the Trustee without the consent of the
Holders of any of the outstanding Securities, notwithstanding any of the
provisions of Section 8.2.

     Section 8.2   SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
consent of the Holders of at least a majority in Principal Amount of the
outstanding Securities, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the TIA as in
force at the date of execution thereof) for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any manner the
rights of the Holders of Securities; PROVIDED, HOWEVER, that no such
supplemental indenture shall

             (1)   change the maturity of any payment of principal of, or any
     installment of interest (including the payment of Contingent Interest, if
     any) on the Securities, or reduce the Principal Amount thereof or the rate
     of interest or any premium thereon, or change the place of payment where,
     or the coin or currency in which the Securities or any premium or interest
     (including the payment of Contingent Interest, if any) thereon is payable,
     or impair the right to institute suit for the enforcement of any such
     payment on or after the Maturity thereof (or, in the case of redemption or
     purchase, on or after the Redemption Date or the Purchase Date or a Change
     in Control Purchase Date, as the case may be), adversely affect the
     conversion rights of the Holders under Article XI of this Indenture or the
     right of Holders to require the Company to purchase the Securities under
     Articles XII and XIII of this Indenture;

             (2)   reduce the percentage in aggregate Principal Amount of the
     outstanding Securities, the consent of whose Holders is required for any
     such modification, or the consent of whose Holders is required for any
     waiver of compliance with the provisions of this Indenture or for any
     waiver of an Event of Default; or

             (3)   modify this Section 8.2, except to increase any percentages
     required for approval or to provide that certain other provisions of the
     Indenture cannot be modified or waived without the consent of the Holder of
     each outstanding Security affected thereby.

     Upon the request of the Company accompanied by a copy of a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Holders as aforesaid, the
Trustee shall join with the Company in the execution of such supplemental
indenture. It shall not be necessary for any Act of Holders under this Section
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

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<Page>

     Section 8.3   EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be provided with, and (subject to Section 5.1)
shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

     Section 8.4   EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith, and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the Holders
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 8.5   REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Securities
so modified as to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for outstanding
Securities.

                                   ARTICLE IX

                            COVENANTS OF THE COMPANY

     Section 9.1   PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company
covenants and agrees that it will duly and punctually pay or cause to be paid
all payments in respect of the Securities in accordance with the terms of the
Securities and this Indenture. Any amounts to be given to the Trustee or Paying
Agent shall be deposited with the Trustee or Paying Agent by 10:00 a.m. New York
City time by the Company at the latest on the day such payment is due. Principal
Amount, Redemption Price, Purchase Price, Change in Control Purchase Price and
interest (including Contingent Interest, if any), shall be considered paid on
the applicable date due if on such date (or, in the case of a Purchase Price or
Change in Control Purchase Price, on the Business Day following the applicable
Purchase Date or Change in Control Purchase Date, as the case may be) the
Trustee or the Paying Agent holds, in accordance with this Indenture, money or
securities, if permitted hereunder, sufficient to pay all such amounts then due.

     Section 9.2   MAINTENANCE OF OFFICE OR AGENCY. The Company shall maintain
an office or agency of the Trustee, Registrar, Paying Agent and Conversion Agent
where the Securities may be presented or surrendered for payment, where the
Securities may be surrendered for registration of transfer or exchange, where
the Securities may be surrendered for purchase,

                                       39
<Page>

redemption or conversion and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The office of the
Trustee, at 101 Barclay St., 8th Floor West, New York, New York 10286,
Attention: Corporate Trust Administration, shall initially be such office or
agency for all of the aforesaid purposes. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; PROVIDED,
HOWEVER, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York for such purposes.

     Section 9.3  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If the
Company shall at any time act as its own Paying Agent with respect to the
Securities, it will, on or before each due date of the Principal Amount,
Redemption Price, Purchase Price, Change in Control Purchase Price and interest
(including Contingent Interest, if any) on any of the Securities, segregate and
hold in trust for the benefit of the Persons entitled thereto a sum sufficient
to pay such sums so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided. The Company will promptly notify
the Trustee of any failure by the Company to take such action or failure so to
act.

     Whenever the Company shall have one or more Paying Agents for the
Securities, it will, on or prior to each due date of the Principal Amount,
Redemption Price, Purchase Price, Change in Control Purchase Price and interest
(including Contingent Interest, if any) on any Securities, deposit with a Paying
Agent a sum sufficient to pay such amounts so becoming due, such sum to be held
in trust for the benefit of the Persons entitled to such amounts, and (unless
such Paying Agent is the Trustee) the Company will promptly notify the Trustee
of its action or failure so to act.

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

          (1)  hold all sums held by it for the payment of the Principal Amount,
     Redemption Price, Purchase Price, Change in Control Purchase Price and
     interest (including Contingent Interest, if any) on the Securities (whether
     such sums have been paid to it by the Company or by any other obligor on
     the Securities) in trust for the benefit of the Persons entitled thereto;

          (2)  give the Trustee notice of any failure by the Company (or any
     other obligor upon the Securities) to make any payment of the Principal
     Amount, Redemption

                                       40
<Page>

     Price, Purchase Price, Change in Control Purchase Price and interest
     (including Contingent Interest, if any) on the Securities when the same
     shall be due and payable; and

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

     Anything in this Section to the contrary notwithstanding, the Company may,
at any time, for the purpose of obtaining satisfaction and discharge of this
Indenture, or for any other reason, pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such
Paying Agent, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Company or such Paying Agent; and, upon
such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.

     Section 9.4   COMPLIANCE CERTIFICATE. The Company will deliver to the
Trustee, on or before a date not more than 120 days after the end of each fiscal
year ending after the date hereof, an Officers' Certificate, one of the signers
of which shall be the principal financial, principal accounting or principal
executive officer of the Company, stating, as to each officer signing such
certificate, whether or not to the best of his knowledge the Company is in
default in the performance and observance of any of the terms, provisions and
conditions hereof (without regard to any period of grace or requirement of
notice provided hereunder), and, if the Company shall be in default, specifying
all such defaults and the nature thereof of which he may have knowledge.

     Section 9.5   FURTHER INSTRUMENTS AND ACTS. The Company will execute and
deliver such further instruments and do such further acts as may be reasonably
necessary or proper or as the Trustee may request to carry out more effectively
the purposes of this Indenture.

                                    ARTICLE X

                            REDEMPTION OF SECURITIES

     Section 10.1  RIGHT TO REDEEM; NOTICES TO TRUSTEE. The Company, at its
option, may redeem the Securities in accordance with the provisions of the
Securities. If the Company elects to redeem Securities pursuant to the
applicable provisions of the Securities, it shall notify the Trustee in writing
of the Redemption Date, the Principal Amount of Securities to be redeemed and
the Redemption Price.

     The Company shall give the notice to the Trustee provided for in this
Section 10.1 by a Company Order, at least 30 days before the Redemption Date.

     Section 10.2  SELECTION OF SECURITIES TO BE REDEEMED. If less than all
the Securities are to be redeemed, the Trustee shall select the Securities to be
redeemed pro rata or by lot or by any other method the Trustee considers fair
and appropriate (so long as such method is not prohibited by the rules of any
stock exchange on which the Securities are then listed). The Trustee shall make
the selection at least 15 days but not more than 60 days before the Redemption
Date from

                                       41
<Page>

outstanding Securities not previously called for redemption. The Trustee may
select for redemption portions of the Principal Amount of Securities that have
denominations larger than $1,000. Securities and portions of them the Trustee
selects shall be in Principal Amounts of $1,000 or an integral multiple of
$1,000. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly of the Securities or portions of
Securities to be redeemed.

     If any Security selected for partial redemption is converted in part before
termination of the conversion right with respect to the portion of the Security
so selected, the converted portion of such Security shall be deemed (so far as
may be) to be the portion selected for redemption. Securities which have been
converted during a selection of Securities to be redeemed may be treated by the
Trustee as outstanding for the purpose of such selection.

     Section 10.3 NOTICE OF REDEMPTION. At least 30 days but not more than 60
     days before a Redemption Date, the Company shall mail a notice of
     redemption by first-class mail, postage prepaid, to each Holder of
     Securities to be redeemed.

     The notice shall identify the Securities to be redeemed and shall at a
minimum state:

     (a)  the Redemption Date;

     (b)  the Redemption Price;

     (c)  the Conversion Rate;

     (d)  the name and address of the Paying Agent and Conversion Agent;

     (e)  that Securities called for redemption may be converted at any time
before the close of business on the second Business Day immediately preceding
the Redemption Date;

     (f)  that Holders who want to convert Securities must satisfy the
requirements set forth in the applicable provisions of the Securities;

     (g)  that Securities called for redemption must be surrendered to the
Paying Agent to collect the Redemption Price;

     (h)  if fewer than all the outstanding Securities are to be redeemed, the
certificate number and Principal Amounts of the particular Securities to be
redeemed;

     (i)  that, unless the Company defaults in making payment of such Redemption
Price, interest (including Contingent Interest, if any) on Securities called for
redemption, interest (including Contingent Interest, if any) will cease to
accrue on and after the Redemption Date; and

     (j) the CUSIP number of the Securities.

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<Page>

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at the Company's expense, provided that the Company
makes such request at least three Business Days prior to such notice of
redemption.

     Section 10.4  EFFECT OF NOTICE OF REDEMPTION. Once notice of redemption is
given, Securities called for redemption become due and payable on the Redemption
Date and at the Redemption Price stated in the notice except for Securities
which are converted in accordance with the terms of this Indenture. Upon
surrender to the Paying Agent, such Securities shall be paid at the Redemption
Price stated in the notice.

     Section 10.5  DEPOSIT OF REDEMPTION PRICE. Prior to 10:00 a.m., New York
City time on the Redemption Date, the Company shall deposit with the Paying
Agent (or if the Company or a Subsidiary or an Affiliate of either of them is
the Paying Agent, shall segregate and hold in trust) money sufficient to pay the
Redemption Price, together with interest (including Contingent Interest, if any)
accrued and unpaid to the Redemption Date, of all Securities to be redeemed on
that date other than Securities or portions of Securities called for redemption
which on or prior thereto have been delivered by the Company to the Trustee for
cancellation or have been converted. The Paying Agent shall as promptly as
practicable return to the Company any money not required for that purpose
because of conversion of Securities pursuant to Article XI. If such money is
then held by the Company in trust and is not required for such purpose it shall
be discharged from such trust.

     Section 10.6  SECURITIES REDEEMED IN PART. Upon surrender of a Security
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder a new Security in an authorized
denomination equal in Principal Amount to the unredeemed portion of the Security
surrendered.

     Section 10.7  CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION. In connection
with any redemption of Securities, the Company may arrange for the purchase and
conversion of any Securities called for redemption by an agreement with one or
more investment bankers or other purchasers to purchase such Securities by
paying to a Paying Agent (other than the Company or any of its Affiliates) in
trust for the Holders, on or before 11:00 A.M. New York City time on the
Redemption Date, an amount that, together with any amounts deposited with such
Paying Agent by the Company for the redemption of such Securities, is not less
than the Redemption Price of such Securities. Notwithstanding anything to the
contrary contained in this Article, the obligation of the Company 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; PROVIDED,
HOWEVER, that nothing in this Section 10.7 shall relieve the Company of its
obligation to pay the Redemption Price of the Securities called for redemption.
If such an agreement is entered into, any Securities called for redemption and
not surrendered for conversion by the Holders thereof prior to the relevant
Redemption Date may, at the option of the Company upon written notice to the
Trustee, 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 XI) surrendered by such purchasers for conversion, all as
of immediately prior to the close of business on the Business Day immediately
prior to the Redemption Date, subject to payment of the above amount as
aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities
are selected for redemption any such amount paid to it for purchase in the same
manner as it would

                                       43
<Page>

money deposited with it by the Company for the redemption of the Securities.
Without the Paying Agent's prior written consent, no arrangement between the
Company 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 Paying Agent as set forth in this Indenture, and the
Company agrees to indemnify the Paying Agent from, and hold it harmless against,
any loss, liability or expense arising out of or in connection with any such
arrangement for the purchase and conversion of any Securities between the
Company and such purchasers, including the costs and expenses incurred by the
Paying Agent in the defense of any claim or liability reasonably incurred
without negligence or bad faith on its part arising out of or in connection with
the exercise or performance of any of its powers, duties, responsibilities or
obligations under this Indenture, in accordance with the indemnity provisions
applicable to the Trustee set forth herein.

                                   ARTICLE XI

                                   CONVERSION

     Section 11.1  CONVERSION RIGHTS. The Securities shall be convertible in
accordance with their terms and in accordance with and subject to this Article
into a number of shares of Common Stock per $1,000 Principal Amount of
Securities equal to the Conversion Rate.

     A Holder of a Security otherwise entitled to a fractional share shall
receive cash in an amount equal to the value of such fractional share based on
the Applicable Stock Price. Upon a conversion, the Company may deliver cash or a
combination of cash and Common Stock in lieu of Common Stock, as described in
Section 11.6.

     Upon determination that Holders are or will be entitled to convert their
Securities pursuant to this Article XI, the Company shall issue a press release
and publish such determination on the Company's Web site on the World Wide Web.

     A Security in respect of which a Holder has delivered a Purchase Notice or
Change in Control Purchase Notice exercising the option of such Holder to
require the Company to purchase such Security may be converted only if such
notice of exercise is withdrawn in accordance with the terms of the Indenture.

     Section 11.2  CONVERSION RIGHTS BASED ON COMMON STOCK PRICE. Commencing
after June 30, 2003, Securities may be surrendered for conversion into shares of
Common Stock in integral multiples of $1,000 in any calendar quarter (and only
during such calendar quarter), if, as of the last day of the preceding calendar
quarter, the closing Sale Price of the Common Stock for at least 20 Trading Days
in a period of 30 consecutive Trading Days ending on the last Trading Day of
such preceding calendar quarter is more than 120% of the Base Conversion Price
per share of Common Stock.

     Section 11.3  CONVERSION RIGHTS UPON CREDIT RATION DOWNGRADE. Securities
may be surrendered for conversion in integral multiples of $1,000 any time the
credit rating assigned to the Securities by Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies Inc., and its successors
("Standard & Poor's") or, if Standard & Poor's is not making

                                       44
<Page>

ratings of the Securities publicly available, a nationally recognized U.S.
rating agency or agencies, as the case may be, selected by the Company, which
will be substituted for Standard & Poor's, is below the Applicable Rating.
"Applicable Rating" means, (1) BB-, in the case of Standard & Poor's (or its
equivalent, under any successor ratings categories of Standard & Poor's) or (2)
the equivalent in respect of ratings categories of any rating agencies
substituted for Standard & Poor's.

     Section 11.4  CONVERSION RIGHTS UPON NOTICE OF REDEMPTION. Holders of
Securities may surrender for conversion Securities in integral multiples of
$1,000 Principal Amount called for redemption under Article X hereof at any time
prior to the close of business on the second Business Day preceding the
Redemption Date.

     Section 11.5  CONVERSION RIGHTS UPON OCCURRENCE OF CERTAIN CORPORATE
TRANSACTIONS.

     If the Company is a party to a consolidation, merger or binding share
exchange pursuant to which shares of Common Stock would be converted into cash,
securities or other property as set forth in Section 11.15, any Security may be
surrendered for conversion at any time from and after the date which is 15 days
prior to the anticipated effective date of the transaction until 15 days after
the actual date of such transaction and, at the effective time of the
transaction, the right to convert a Security into shares of Common Stock shall
be changed into a right to convert such Security into the kind and amount of
cash, securities or other property of the Company or another person which the
Holder would have received if the Holder had converted such Security immediately
prior to the transaction.

     If the Company declares a dividend or distribution described in Section
11.10(b), or a dividend or a distribution described in Section 11.10(c) where
the fair market value of such dividend or distribution per share of Common Stock
exceeds 15% of the Sale Price of the Common Stock on the Business Day
immediately preceding the date of declaration for such dividend or distribution,
the Securities may be surrendered for conversion beginning on the date the
Company gives notice to the Holders of such right, which shall not be less than
20 days prior to the Ex-Dividend Time for such dividend or distribution, and
Securities may be surrendered for conversion at any time thereafter until the
close of business on the Business Day prior to the Ex-Dividend Time or until the
Company announces that such dividend or distribution will not take place.

     Section 11.6  CONVERSION PROCEDURES. To convert a Security, a Holder must
(a) complete and manually sign the Conversion Notice or a facsimile of the
Conversion Notice on the back of the Security and deliver such notice to a
Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish
appropriate endorsements and transfer documents if required by the Registrar or
a Conversion Agent, and (d) pay any transfer or similar tax, if required. The
date on which the Holder satisfies all of those requirements is the "Conversion
Date." Within two Business Days following the Conversion Date, the Company shall
deliver to the Holder, through the Conversion Agent, written notice of whether
such Securities shall be

                                       45
<Page>

converted into Common Stock or paid in cash or a combination of cash and Common
Stock (unless the Company shall have already done so pursuant to a notice of
redemption pursuant to Section 10.3 in respect of a Conversion Date occurring
before the Redemption Date set forth in such notice). If the Company 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 Company shall deliver to
the Holder through the Conversion Agent, no later than the third Business Day
following the date on which the Applicable Stock Price is determined, 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 11.7. Except as otherwise
provided in this Article XI, if the Company shall have notified the Holder that
all or a portion of such Security shall be paid solely in cash, the Company
shall deliver to the Holder surrendering such Security the amount of cash per
Security (or a portion of a Security) equal to the Applicable Stock Price
multiplied by the Conversion Rate in effect with respect to such Conversion Date
no later than the tenth Business Day following such Conversion Date. Except as
otherwise provided in this Article XI, the Company may not change its election
with respect to the consideration to be delivered upon conversion of a Security
once the Company has notified the Holder in accordance with this paragraph.
Anything herein to the contrary notwithstanding, in the case of Global
Securities, Conversion Notices may be delivered and such Securities may be
surrendered for conversion in accordance with the applicable procedures of the
Depositary as in effect from time to time. The Person in whose name the Common
Stock certificate is registered shall be deemed to be a shareholder of record on
the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Security on any
date when the stock transfer books of the Company are closed shall be effective
to constitute the Person or Persons entitled to receive the shares of Common
Stock upon such conversion as the record holder or holders of such shares of
Common Stock on such date, but such surrender shall be effective to constitute
the Person or Persons entitled to receive such shares of Common Stock as the
record holder or holders thereof for all purposes at the close of business on
the date on which the Applicable Stock Price is determined with respect to the
applicable Conversion Date.

     No payment or adjustment shall be made for dividends on, or other
distributions with respect to, any Common Stock except as provided in this
Article. On conversion of a Security, except as provided below in the case of
certain Securities or portions thereof called for redemption, that portion of
accrued and unpaid interest, including Contingent Interest, if any, on the
converted Security attributable to the period from the most recent Interest
Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date)
through the Conversion Date and Tax Original Issue Discount accrued through the
Conversion Date with respect to the converted Security shall not be cancelled,
extinguished or forfeited, but rather shall be deemed to be paid in full to the
Holder thereof through delivery of the Common Stock (together with the cash
payment, if any, in lieu of fractional shares), or cash or a combination of cash
and Common Stock in lieu thereof, in exchange for the Security being converted
pursuant to the provisions hereof, and the fair market value of such shares of
Common Stock (together with any such cash payment in lieu of fractional shares),
or cash or a combination of cash and Common Stock in lieu thereof, shall be
treated as issued, to the extent thereof, first in exchange for accrued and
unpaid interest (including Contingent Interest, if any) and Tax Original Issue
Discount accrued through the Conversion Date and the balance, if any, of such
fair market value of such Common Stock (and any such cash payment), or cash in
lieu thereof, shall be treated as issued in exchange for the Principal Amount of
the Security being converted pursuant to the provisions hereof.

     The Company agrees, and each Holder and any beneficial owner of a Security
by its purchase thereof shall be deemed to agree, to treat, for United States
federal income tax purposes, the fair market value of the Common Stock received
upon the conversion of a security

                                       46
<Page>

(together with any cash payment in lieu of fractional shares) or cash, or a
combination of cash and Common Stock as a contingent payment on the Security for
purposes of Treasury Regulation Section 1.1275-4(b).

     If a Holder converts more than one Security at the same time, the number of
shares of Common Stock issuable upon the conversion shall be based on the
aggregate Principal Amount of Securities converted.

     Upon surrender of a Security that is converted in part, the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder, a new
Security equal in Principal Amount to the Principal Amount of the unconverted
portion of the Security surrendered.

     Securities or portions thereof surrendered for conversion during the period
from the close of business on any Regular Record Date immediately preceding any
Interest Payment Date to the opening of business on such Interest Payment Date
shall (except for Securities called for redemption pursuant to Article X hereof
on a Redemption Date that occurs during the period between a Regular Record Date
and the Interest Payment Date to which such Regular Record Date relates) be
accompanied by payment to the Company or its order, in New York Clearing House
funds or other funds acceptable to the Company, of an amount equal to the
interest payable on such Interest Payment Date on the Principal Amount of
Securities or portions thereof being surrendered for conversion.

     The Holders' rights to convert Securities into Common Stock are subject to
the Company's right to elect instead to pay each such Holder the amount of cash
determined pursuant to this Article (or an equivalent amount in a combination of
cash and shares of Common Stock), in lieu of delivering such Common Stock;
PROVIDED, HOWEVER, that if an Event of Default (other than a default in a cash
payment upon conversion of the Securities) shall have occurred and be
continuing, the Company shall deliver Common Stock in accordance with this
Article, whether or not the Company has delivered a notice pursuant to this
Section 11.6 to the effect that the Securities would be paid in cash or a
combination of cash and Common Stock.

     Section 11.7  FRACTIONAL SHARES. The Company shall not issue a fractional
share of Common Stock upon conversion of a Security. Instead, the Company will
deliver cash for the current market value of the fractional share. The current
market value of a fractional share of Common Stock shall be determined, to the
nearest 1/1,000th of a share, by multiplying the Applicable Stock Price in
effect with respect to the applicable Conversion Date of a full share of Common
Stock by the fractional amount and rounding the product to the nearest whole
cent.

     Section 11.8  TAXES ON CONVERSION. If a Holder converts a Security, the
Company shall pay any documentary, stamp or similar issue or transfer tax due on
the issue of shares of Common Stock upon such conversion. However, the Holder
shall pay any such tax which is due because the Holder requests the shares to be
issued in a name other than the Holder's name. The Conversion Agent may refuse
to deliver the certificate representing the Common Stock being issued in a name
other than the Holder's name until the Conversion Agent receives a sum
sufficient to pay any tax which will be due because the shares are to be issued
in a name other than the Holder's name. Nothing herein shall preclude any tax
withholding required by law or regulation.

                                       47
<Page>

     Section 11.9  COMPANY TO PROVIDE COMMON STOCK. The Company shall, prior to
issuance of any Securities under this Article, and from time to time as may be
necessary, reserve, out of its authorized but unissued Common Stock, a
sufficient number of shares of Common Stock to permit the conversion of all
Securities outstanding into shares of Common Stock. All shares of Common Stock
delivered upon conversion of the Securities shall be newly issued shares, shall
be duly authorized, validly issued, fully paid and nonassessable and shall be
free from preemptive rights and free of any lien or adverse claim.

     The Company will endeavor promptly to comply with all federal and state
securities laws regulating the registration of the offer and delivery of shares
of Common Stock to a converting Holder upon conversion of Securities, if any.

     Section 11.10 ADJUSTMENT OF BASE CONVERSION RATE. The Base Conversion Rate
(and, as applicable, the Base Conversion Price, Incremental Share Factor and
Applicable Stock Price used in the determination thereof) shall be adjusted from
time to time by the Company in accordance with the provisions of this Section
11.10:

     (a) If, after the Issue Date of the Securities, the Company:

          (1)  pays a dividend or makes a distribution on its Common Stock in
     shares of its Common Stock or other Capital Stock;

          (2)  subdivides its outstanding shares of Common Stock into a greater
     number of shares;

          (3)  combines its outstanding shares of Common Stock into a smaller
     number of shares;

          (4)  pays a dividend or makes a distribution on its Common Stock in
     shares of its Capital Stock (other than Common Stock or rights, warrants or
     options for its Capital Stock); or

          (5)  issues by reclassification of its Common Stock any shares of its
     Capital Stock (other than rights, warrants or options for its Capital
     Stock),

then the Base Conversion Rate (and, as applicable, the Base Conversion Rate,
Base Conversion Price, Incremental Share Factor and Applicable Stock Price used
in the determination thereof) 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 Company which such Holder would
have owned immediately following such action if such Holder had converted the
Security immediately prior to such action.

     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
Company, the Base Conversion

                                       48
<Page>

Rate (and, as applicable, the Base Conversion Price, Incremental Share Factor
and Applicable Stock Price used in the determination thereof) 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 Section 11.10 with
respect to the Common Stock, on terms comparable to those applicable to Common
Stock in this Section 11.10.

     (b)  If after the Issue Date of the Securities, the Company distributes 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 Sale Price as of the Time of Determination, the Base Conversion Rate shall
be adjusted in accordance with the formula:

                          R'  =  R x           (O + N)
                                      --------------------------
                                           (O + (N x P)/M)

         where:

         R'= the adjusted Base Conversion Rate.

         R = the current Base Conversion Rate.

         O = the number of shares of Common Stock outstanding on the record
             date for the distribution to which this Section 11.10(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 Sale Price, minus, in the case of (i) a
             distribution to which Section 11.10(a)(4) applies or (ii) a
             distribution to which Section 11.10(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 11.10(b)
             applies and (y) the Ex-Dividend Time shall occur on or after the
             date of the Time of Determination for the distribution to which
             this Section 11.10(b) applies, the fair market value (on the
             record date for the distribution to which this Section 11.10(b)
             applies) of the

              (1)   Capital Stock of the Company distributed in respect of each
                    share of Common Stock in such Section 11.10(a)(4)
                    distribution; and

              (2)   assets of the Company or debt securities or any rights,
                    warrants or options to purchase securities of the Company
                    distributed in respect of each share of Common Stock in such
                    Section 11.10(c) distribution.

     The Board of Directors shall determine fair market values for the purposes
     of this Section 11.10(b).

                                       49
<Page>

     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 11.10(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 Base Conversion Rate shall promptly
be readjusted to the Base Conversion Rate which 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.

     No adjustment shall be made under this Section 11.10(b) if the application
of the formula stated above in this Section 11.10(b) would result in a value of
R' that is equal to or less than the value of R.

     "Average Sale Price" means the average of the Sale Prices of the Common
Stock for the shorter of

          (1)  30 consecutive trading days ending on the last full trading day
     prior to the Time of Determination with respect to the rights, warrants or
     options or distribution in respect of which the Average Sale Price is being
     calculated, or

          (2)  the period (x) commencing on the date next succeeding the first
     public announcement of (a) the issuance of rights, warrants or options or
     (b) the distribution, in each case, in respect of which the Average Sale
     Price is being calculated and (y) proceeding through the last full trading
     day prior to the Time of Determination with respect to the rights, warrants
     or options or distribution in respect of which the Average Sale Price is
     being calculated (excluding days within such period, if any, which are not
     trading days), or

          (3)  the period, if any, (x) commencing on the date next succeeding
     the Ex-Dividend Time with respect to the next preceding (a) issuance of
     rights, warrants or options or (b) distribution, in each case, for which an
     adjustment is required by the provisions of Section 11.10(a)(4), 11.10(b)
     or 11.10(c) and (y) proceeding through the last full trading day prior to
     the Time of Determination with respect to the rights, warrants or options
     or distribution in respect of which the Average Sale Price is being
     calculated (excluding days within such period, if any, which are not
     trading days).

     In the event that the Ex-Dividend Time (or in the case of a subdivision,
combination or reclassification, the effective date with respect thereto) with
respect to a dividend, subdivision, combination or reclassification to which
Section 11.10(a)(1), (2), (3) or (5) applies occurs during the period applicable
for calculating "Average Sale Price" pursuant to the definition in the preceding
sentence, "Average Sale Price" shall be calculated for such period in a manner
determined by the Board of Directors to reflect the impact of such dividend,
subdivision, combination or reclassification on the Sale Price of the Common
Stock during such period.

     "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 Section 11.10(b) or 11.10(c) applies and
(ii) the time ("Ex-Dividend Time") immediately

                                       50
<Page>

prior to the commencement of "ex-dividend" trading for such rights, warrants or
options or distribution on the New York Stock Exchange or such other principal
national or regional exchange or market on which the Common Stock is then listed
or quoted.

     (c) (1) If, after the Issue Date of the Securities, the Company distributes
to all holders of its Common Stock any of its assets, or debt securities or any
rights, warrants or options to purchase securities of the Company (including
securities or cash, but excluding (x) distributions of Capital Stock referred to
in Section 11.10(a) and distributions of rights, warrants or options referred to
in Section 11.10(b) and (y) cash dividends or other cash distributions that are
paid out of consolidated current net earnings or earnings retained in the
business as shown on the books of the Company unless such cash dividends or
other cash distributions are Extraordinary Cash Dividends) the Base Conversion
Rate shall be adjusted, subject to the provisions of the last paragraph of this
Section 11.10(c), in accordance with the formula:

                             R'  =  R x        M
                                         --------------
                                              M-F

         where:

     R'=  the adjusted Base Conversion Rate.

     R =  the current Base Conversion Rate.

     M =  the Average Sale Price, minus, in the case of a distribution to
          which Section 11.10(a)(4) applies, for which (i) the record date shall
          occur on or before the record date for the distribution to which this
          Section 11.10(c) 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 11.10(c) applies, the fair market value (on the
          record date for the distribution to which this Section 11.10(c)
          applies) of any Capital Stock of the Company distributed in respect of
          each share of Common Stock in such Section 11.10(a)(4) distribution.

     F =  the fair market value (on the record date for the distribution to
          which this Section 11.10(c) 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 11.10(c) 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 11.10(c).

     The adjustment shall become effective immediately after the record date for
the determination of shareholders entitled to receive the distribution to which
this Section 11.10(c) applies.

     For purposes of this Section 11.10(c)(1), the term "Extraordinary Cash
Dividend" shall mean any cash dividend with respect to the Common Stock the
amount of which, together with

                                       51
<Page>

the aggregate amount of cash dividends on the Common Stock to be aggregated with
such cash dividend in accordance with the provisions of this paragraph, equals
or exceeds the threshold percentages set forth in item (i) below. For purposes
of item (i) below, the "Measurement Period" with respect to a cash dividend on
the Common Stock shall mean the 365 consecutive day period ending on the date
prior to the Ex-Dividend Time with respect to such cash dividend, and the
"Relevant Cash Dividends" with respect to a cash dividend on the Common Stock
shall mean the cash dividends on the Common Stock with Ex-Dividend Times
occurring in the Measurement Period.

          (i)  If, upon the date prior to the Ex-Dividend Time with respect to a
     cash dividend on the Common Stock, the aggregate amount of such cash
     dividend together with the amounts of all Relevant Cash Dividends equals or
     exceeds on a per share basis 5% of the Sale Price of the Common Stock on
     the last trading day preceding the date of declaration by the Board of
     Directors of the cash dividend with respect to which this provision is
     being applied, then such cash dividend together with all Relevant Cash
     Dividends, shall be deemed to be an Extraordinary Cash Dividend and for
     purposes of applying the formula set forth above in this Section 11.10, the
     value of "F" shall be equal to (y) the aggregate amount of such cash
     dividend together with the amount of all Relevant Cash Dividends, minus (z)
     the aggregate amount of all Relevant Cash Dividends for which a prior
     adjustment in the Conversion Rate was previously made under this Section
     11.10(c).

          (ii) In making the determinations required by item (i) above, the
     amount of cash dividends paid on a per share basis and the amount of any
     Relevant Cash Dividends specified in item (i) above shall be appropriately
     adjusted to reflect the occurrence during such period of any event
     described in Section 11.10(a).

     (2)  If, after the Issue Date, the Company pays a dividend or makes a
distribution to all holders of its Common Stock consisting of capital stock of
any class or series, or similar equity interests, of or relating to a Subsidiary
or other business unit of the Company, the Base Conversion Rate shall be
adjusted in accordance with the formula:

                              R' = R x (1 + F/M)

          where:

          R' = the adjusted Base Conversion Rate.

          R  = the current Base Conversion Rate.

          M  = the average of the Sale Prices of the Common Stock for the ten
               (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 New York Stock Exchange or
               such other national or regional exchange or market which such
               securities are then listed or quoted (the "Ex-Dividend Date").

                                       52
<Page>

          F  = the fair market value of the securities distributed in respect
               of each share of Common Stock for which this Section 11.10(c)(2)
               applies and shall equal the number of securities distributed in
               respect of each share of Common Stock multiplied by the average
               of the Sale Prices of those securities distributed for the ten
               (10) Trading Days commencing on and including the fifth Trading
               Day after the effectiveness of the Ex-Dividend Date.

     (3)  In the event that, with respect to any distribution to which
Section 11.10(c)(1) or (2) would otherwise apply, the difference between "M-F"
is less than $1.00 or "F" is equal to or greater than "M", then the adjustment
provided by Section 11.10(c)(1) or (2) shall not be made and in lieu thereof the
provisions of Section 11.15 shall apply to such distribution.

     Section 11.11 WHEN ADJUSTMENTS MAY BE DEFERRED OR ARE NOT REQUIRED. (a) No
adjustment in the Conversion Rate shall be required unless the adjustment would
require an increase or decrease of at least 1% in the Conversion Rate as last
adjusted; provided, HOWEVER, that any adjustments which by reason of this
Section 11.11 are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Article
shall be made to the nearest cent or to the nearest 1/1,000th of a share, as the
case may be.

     No adjustment need be made for issuances of Common Stock pursuant to a
Company plan for reinvestment of dividends or interest or for a change in the
par value or a change to no par value of the Common Stock.

     (b)  No adjustment need be made for a transaction referred to in
Section 11.10(a), 11.10(b), 11.10(c) or 11.15 if Holders are to participate in
the transaction on a basis and with notice that the Board of Directors
determines to be fair and appropriate in light of the basis and notice on which
holders of Common Stock participate in the transaction. Such participation by
Holders may include participation upon conversion provided that an adjustment
shall be made at such time as the Holders are no longer entitled to participate.

     (c)  To the extent the Securities become convertible pursuant to this
Article XI into cash, no adjustment need be made thereafter as to the cash.
Interest will not accrue on the cash.

     Section 11.12 ADJUSTMENT FOR TAX PURPOSES. The Company shall be entitled
to make such adjustments in the Conversion Rate, in addition to those required
by Section 11.10, as in its discretion shall determine to be advisable in order
that any stock dividends, subdivisions of shares, distributions of rights to
purchase stock or securities or distributions of securities convertible into or
exchangeable for stock hereafter made by the Company to its stockholders shall
not be taxable.

     Section 11.13 NOTICE OF ADJUSTMENT. Whenever the Conversion Rate is
adjusted, the Company shall promptly mail to Holders a notice of the adjustment
and file with the Trustee an Officers' Certificate specifying the adjusted
Conversion Rate, and briefly stating the facts requiring the adjustment and the
manner of computing it.

                                       53
<Page>

     Section 11.14 NOTICE OF CERTAIN TRANSACTIONS. In the event that:

     (1)  the Company takes any action which would require an adjustment in the
Conversion Rate;

     (2)  the Company takes any action that requires a supplemental indenture
pursuant to Section 11.15; or

     (3)  there is a dissolution or liquidation of the Company;

the Company shall mail to Holders and file with the Trustee a notice stating the
proposed record or effective date, as the case may be. The Company shall mail
the notice at least fifteen days before such date. Failure to mail such notice
or any defect therein shall not affect the validity of any transaction referred
to in clause (1), (2) or (3) of this Section 11.14.

     Section 11.15 EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE ON
CONVERSION PRIVILEGE. If the Company is a party to a transaction subject to
Section 8.1 (other than a sale of all or substantially all of the assets of the
Company in a transaction in which the holders of Common Stock immediately prior
to such transaction do not receive securities, cash or other assets of the
Company or any other person) or a merger or binding share exchange which
reclassifies or changes its outstanding Common Stock, the person obligated to
deliver securities, cash or other assets upon conversion of Securities shall
enter into a supplemental indenture. If the issuer of securities deliverable
upon conversion of Securities is an Affiliate of the successor Company, that
issuer shall join in the supplemental indenture.

     The supplemental indenture shall provide that the Holder of a Security may
convert it into the kind and amount of securities, cash or other assets which
such Holder would have received immediately after the consolidation, merger,
binding share exchange or transfer if such Holder had converted the Security
immediately before the effective date of the transaction, assuming (to the
extent applicable) that such Holder (i) was not a constituent person or an
Affiliate of a constituent person to such transaction; (ii) made no election
with respect thereto; and (iii) was treated alike with the plurality of
non-electing Holders. The supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practical to the adjustments
provided for in this Article XI. The successor Company shall mail to Holders a
notice briefly describing the supplemental indenture.

     If this Section applies, neither Section 11.10(a) nor 11.10(b) applies.

     If the Company makes a distribution to all holders of its Common Stock of
any of its assets, or debt securities or any rights, warrants or options to
purchase securities of the Company that, but for the provisions of Section
11.10(c)(3), would otherwise result in an adjustment in the Conversion Rate
pursuant to the provisions of Section 11.10(c), then, from and after the record
date for determining the holders of Common Stock entitled to receive the
distribution, a Holder of a Security that converts such Security in accordance
with the provisions of this Indenture shall upon such conversion be entitled to
receive, in addition to the shares of Common Stock into which the Security is
convertible, the kind and amount of securities, cash or other assets comprising
the distribution that such Holder would have received if such Holder had
converted

                                       54
<Page>

the Security immediately prior to the record date for determining the holders of
Common Stock entitled to receive the distribution.

     Section 11.16 TRUSTEE'S DISCLAIMER. The Trustee shall have no duty to
determine when an adjustment under this Article should be made, how it should be
made or what such adjustment should be, but may accept as conclusive evidence of
that fact or the correctness of any such adjustment, and shall be protected in
relying upon, an Officers' Certificate including the Officers' Certificate with
respect thereto which the Company is obligated to file with the Trustee pursuant
to Section 11.13. The Trustee makes no representation as to the validity or
value of any securities or assets issued upon conversion of Securities, and the
Trustee shall not be responsible for the Company's failure to comply with any
provisions of this Article.

     The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 11.15, but may accept as conclusive evidence of the
correctness thereof, and shall be fully protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 11.13.

     Section 11.17 VOLUNTARY INCREASE. The Company from time to time may
increase the Conversion Rate (and, as applicable, the Base Conversion Rate, Base
Conversion Price, Incremental Share Factor and Applicable Stock Price used in
the determination thereof) by any amount for any period of time. Whenever the
Conversion Rate is increased, the Company shall mail to Holders and file with
the Trustee and the Conversion Agent a notice of the increase. The Company shall
mail the notice at least 15 days before the date the increased Conversion Rate
takes effect. The notice shall state the increased Conversion Rate and the
period it will be in effect.

     A voluntary increase of the Conversion Rate does not change or adjust the
Conversion Rate otherwise in effect for purposes of Section 11.10.

     Section 11.18 RIGHTS ISSUED IN RESPECT OF COMMON STOCK ISSUED UPON
CONVERSION. Each share of Common Stock issued upon conversion of Securities
pursuant to this Article 11 shall be entitled to receive the appropriate number
of common stock or preferred stock purchase rights, as the case may be (the
"Rights"), if any, that shares of Common Stock are entitled to receive and the
certificates representing the Common Stock issued upon such conversion shall
bear such legends, if any, in each case as may be provided by the terms of any
shareholder rights agreement adopted by the Company, as the same may be amended
from time to time (in each case, a "Rights Agreement"). Provided that such
Rights Agreement requires that each share of Common Stock issued upon conversion
of Securities at any time prior to the distribution of separate certificates
representing the Rights be entitled to receive such Rights, then,
notwithstanding anything else to the contrary in this Article 11, there shall
not be any adjustment to the conversion privilege or Conversion Rate as a result
of the issuance of Rights, the distribution of separate certificates
representing the Rights, the exercise or redemption of such Rights in accordance
with any such Rights Agreement, or the termination or invalidation of such
Rights.

                                       55
<Page>

     Section 11.19 COMPANY DETERMINATION FINAL. Any determination that the
Company or the Board of Directors must make pursuant to Section 11.6, 11.7,
11.10, 11.11, 11.12 or 11.15 shall be conclusive.

                                   ARTICLE XII

                         REPAYMENT AT OPTION OF HOLDERS

     Section 12.1 APPLICABILITY OF ARTICLE. Repayment of Securities before their
Stated Maturity at the option of Holders thereof shall be made in accordance
with the terms of such Securities and in accordance with this Article. The
Company shall be required to purchase Securities in accordance with this Article
XII.

     Securities shall be purchased by the Company pursuant to the terms and
conditions under the caption "Purchase by the Company at the Option of the
Holder" in the Securities on any February 25 occurring in the years 2008, 2013,
2018, 2023 and 2028 (each, a "Purchase Date"), at the purchase price specified
therein (each, a "Purchase Price"), at the option of the Holder thereof, upon:

     (1)  delivery to the Paying Agent, by the Holder of a written notice of
purchase (a "Purchase Notice") at any time from the opening of business on the
date that is 21 Business Days prior to a Purchase Date until the close of
business on the Business Day immediately preceding such Purchase Date stating:

          (A) if a certificated Security has been issued, the certificate number
of the Security which the Holder will deliver to be purchased or if not, such
information as may be required under applicable procedures of the Depositary,

          (B) the portion of the Principal Amount of the Security which the
Holder will deliver to be purchased, which portion must be $1,000 or an integral
multiple thereof,

          (C) that such Security shall be purchased as of the Purchase Date
pursuant to the terms and conditions specified under the paragraph "Purchase by
the Company at the Option of the Holder" of the Securities and in this
Indenture, and

          (D) in the event that the Company elects, pursuant to Section 12.2
hereof, to pay the Purchase Price to be paid as of such Purchase Date, in whole
or in part, in Common Stock but such portion of the Purchase Price shall
ultimately be payable to such Holder entirely in cash because any of the
conditions to payment of the Purchase Price in Common Stock is not satisfied
prior to the close of business on the Business Day immediately preceding such
Purchase Date, whether such Holder elects (i) to withdraw such Purchase Notice
as to some or all of the Securities to which such Purchase Notice relates
(stating the Principal Amount and certificate numbers of the Securities as to
which such withdrawal shall relate), or (ii) to receive cash in respect of the
entire Purchase Price for all Securities (or portions thereof) to which such
Purchase Price relates, and

                                       56
<Page>

     (2)  delivery of such Security to the Paying Agent prior to, on or after
the Purchase Date (together with all necessary endorsements) at the offices of
the Paying Agent, such delivery being a condition to receipt by the Holder of
the Purchase Price therefor; PROVIDED, HOWEVER, that such Purchase Price shall
be so paid pursuant to this Article only if the Security so delivered to the
Paying Agent shall conform in all respects to the description thereof in the
related Purchase Notice.

     If a Holder, in such Holder's Purchase Notice and in any written notice of
withdrawal delivered by such Holder pursuant to the terms of Section 12.9
hereof, fails to indicate such Holder's choice with respect to the election set
forth in clause (D) of Section 12.1(1), such Holder shall be deemed to have
elected to receive cash in respect of the Purchase Price for all Securities
subject to the Purchase Notice in the circumstances set forth in such clause(D).

     The Company shall purchase from the Holder thereof, pursuant to this
Article, a portion of a Security if the Principal Amount of such portion is
$1,000 or an integral multiple of $1,000. Provisions of this Indenture that
apply to the purchase of all of a Security also apply to the purchase of such
portion of such Security.

     Any purchase by the Company contemplated pursuant to the provisions of this
Article shall be consummated by the delivery of the consideration to be received
by the Holder (if any) promptly following the later of the Purchase Date and the
time of delivery of the Security.

     Notwithstanding anything herein to the contrary, any Holder delivering to
the Paying Agent the Purchase Notice contemplated by this Section 12.1 shall
have the right to withdraw such Purchase Notice at any time prior to the close
of business on Business Day immediately preceding the Purchase Date by delivery
of a written notice of withdrawal to the Paying Agent in accordance with Section
12.9.

     The Paying Agent shall promptly notify the Company of the receipt by it of
any Purchase Notice or written notice of withdrawal thereof.

     The Company may, at its option, specify additional dates on which Holders
will have the right to require it to purchase Securities upon written notice to
the Trustee and the Holders. Such notice shall specify the additional dates upon
which the Company shall be required to purchase the Securities at the option of
the Holders and shall be delivered to the Trustee and the Holders no less than
25 Business Days prior to the earliest purchase date specified in such notice.

     Section 12.2   THE COMPANY'S RIGHT TO ELECT MANNER OF PAYMENT OF PURCHASE
PRICE.

     (a)  The Purchase Price of Securities in respect of which a Purchase Notice
pursuant to Section 12.1 has been given, or a specified percentage thereof, will
be paid by the Company, at the election of the Company, with cash or Common
Stock or in any combination of cash and Common Stock, subject to the conditions
set forth in Section 12.2 and 12.3 hereof. The Company shall designate, in the
Company Notice delivered pursuant to Section 12.5 hereof, whether the Company
will purchase the Securities for cash or Common Stock, or, if a combination
thereof, the percentages of the Purchase Price of Securities in respect of which
it will pay in cash and Common Stock; PROVIDED, HOWEVER, that the Company will
pay cash for fractional interests in Common Stock. For purposes of determining
the existence of potential

                                       57
<Page>

fractional interests, all Securities subject to purchase by the Company held by
a Holder shall be considered together (no matter how many separate certificates
are to be presented). Each Holder whose Securities are purchased pursuant to
this Article shall receive the same percentage of cash or Common Stock in
payment of the Purchase Price for such Securities, except (i) as provided in
Section 12.4 with regard to the payment of cash in lieu of fractional Common
Stock and (ii) in the event that the Company is unable to purchase the
Securities of a Holder or Holders for Common Stock because any necessary
qualifications or registrations of the Common Stock under applicable state
securities laws cannot be obtained, the Company may purchase the Securities of
such Holder or Holders for cash. The Company may not change its election with
respect to the consideration (or components or percentages of components
thereof) to be paid once the Company has given its Company Notice to Holders
except pursuant to this Section 12.2 or pursuant to Section 12.4 in the event of
a failure to satisfy, prior to the close of business on the Purchase Date, any
condition to the payment of the Purchase Price, in whole or in part, in Common
Stock.

     At least three Business Days before the Company Notice Date, the Company
shall deliver an Officers' Certificate to the Trustee specifying:

          (i)     the manner of payment selected by the Company,

          (ii)    the information required by Section 12.5,

          (iii)   if the Company elects to pay the Purchase Price, or a
     specified percentage thereof, in Common Stock, that the conditions to such
     manner of payment set forth in Section 12.4 have been or will be complied
     with, and

          (iv)    whether the Company desires the Trustee to give the Company
     Notice required by Section 12.5.

     Section 12.3  PURCHASE WITH CASH. On each Purchase Date, at the option of
the Company, the Purchase Price of Securities in respect of which a Purchase
Notice pursuant to Section 12.1 has been given, or a specified percentage
thereof, may be paid by the Company with cash equal to the aggregate Purchase
Price of such Securities. If the Company elects to purchase Securities with
cash, the Company Notice, as provided in Section 12.5, shall be sent to Holders
(and to beneficial owners as required by applicable law) not less than 21
Business Days prior to such Purchase Date (the "Company Notice Date").

     Section 12.4  PAYMENT BY ISSUANCE OF COMMON STOCK. On each Purchase Date,
at the option of the Company, the Purchase Price of Securities in respect of
which a Purchase Notice pursuant to Section 12.1 has been given, or a specified
percentage thereof, may be paid by the Company by the issuance of a number of
shares of Common Stock equal to the quotient obtained by dividing (i) the amount
of cash to which the Holders would have been entitled had the Company elected to
pay all or such specified percentage, as the case may be, of the Purchase Price
of such Securities in cash by (ii) the Market Price of a share of Common Stock,
subject to the next succeeding paragraph.

     The Company will not issue a fractional share of Common Stock in payment of
the Purchase Price. Instead the Company will pay cash for the current market
value of the fractional

                                       58
<Page>

share. The current market value of a fraction of a share of Common Stock shall
be determined by multiplying the Market Price by such fraction and rounding the
product to the nearest whole cent with one half cent being rounded upwards. It
is understood that if a Holder elects to have more than one Security purchased,
the number of shares of Common Stock shall be based on the aggregate amount of
Securities to be purchased.

     If the Company elects to purchase the Securities by the issuance of Common
Stock, the Company Notice, as provided in Section 12.5, shall be sent to the
Holders (and to beneficial owners as required by applicable law) not later than
the Company Notice Date.

     The Company's right to exercise its election to purchase the Securities
pursuant to this Article through the issuance of Common Stock shall be
conditioned upon:

          (i)     the Company's not having given its Company Notice of an
     election to pay entirely in cash and its giving of timely Company Notice of
     election to purchase all or a specified percentage of the Securities with
     Common Stock as provided herein;

          (ii)    the listing of shares of Common Stock to be issued in respect
     of the payment of the Purchase Price on the principal United States
     securities exchange on which the Common Stock is then listed or, if not so
     listed, the quotation of such shares on NASDAQ;

          (iii)   the registration of the shares of Common Stock to be issued in
     respect of the payment of the Purchase Price under the Securities Act or
     the Exchange Act, in each case, if required for the initial issuance
     thereof;

          (iv)    any necessary qualification or registration under applicable
     state securities laws or the availability of an exemption from such
     qualification and registration; and

          (v)     the receipt by the Trustee of an Officers' Certificate and an
     Opinion of Counsel each stating that (A) the terms of the issuance of the
     Common Stock are in conformity in all material respects with this Indenture
     and (B) the Common Stock to be issued by the Company in payment of the
     Purchase Price in respect of Securities have been duly authorized and, when
     issued and delivered pursuant to the terms of this Indenture in payment of
     the Purchase Price in respect of the Securities, will be validly issued,
     fully paid and non-assessable, free from statutory preemptive rights and
     preemptive rights set forth in the Company's organizational documents and,
     in the case of such Officer's Certificate, stating that conditions (i),
     (ii) (iii) and (iv) above and the condition set forth in the second
     succeeding sentence have been satisfied and, in the case of such Opinion of
     Counsel, stating that conditions (ii) and (iii) above have been satisfied.

     Such Officers' Certificate shall also set forth the number of shares of
Common Stock to be issued for each $1,000 Principal Amount of Securities and the
Sale Price of a share of Common Stock on each trading day during the period
commencing on the first trading day of the period during which the Market Price
is calculated and ending three Business Days prior to the applicable Purchase
Date. The Company shall pay the Purchase Price (or any portion thereof) in
Common Stock only if the information necessary to calculate the Market Price is
published an

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     Authorized Newspaper or is otherwise readily publicly available. If the
foregoing conditions are not satisfied with respect to a Holder or Holders prior
to the close of business on the Purchase Date and the Company has elected to
purchase the Securities pursuant to this Article through the issuance of Common
Stock, the Company shall pay, without further notice, the entire Purchase Price
of the Securities of such Holder or Holders in cash.

     The "Market Price" means the average of the Sale Prices of the Common Stock
for the five Trading Day period ending on the third Business Day (if the third
Business Day prior to the applicable Purchase Date is a Trading Day, or if not,
then on the last Trading Day prior to the third Business Day), prior to the
applicable Purchase Date appropriately adjusted to take into account the
occurrence, during the period commencing on the first of such Trading Days
during such five Trading Day period and ending on such Purchase Date, of any
event described in Section 11.10; subject, however, to the conditions set forth
in Section 11.11.

     The "Sale Price" of the Common Stock on any date means the closing per
share 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 average ask prices) on such date as reported in the composite
transactions for the principal United States securities exchange on which the
Common Stock is traded or, if the Common Stock is not listed on a United States
national or regional securities exchange, as reported by the National
Association of Securities Dealers Automated Quotation System.

     Section 12.5  NOTICE OF ELECTION. The Company's notice of election to
purchase with cash or Common Stock or any combination thereof shall be sent to
the Holders in the manner provided in Section 15.3 of the Indenture at the time
specified in Section 12.3 or 12.4, as applicable (the "Company Notice"). Such
Company Notice shall state the manner of payment elected and shall contain the
following information:

     In the event the Company has elected to pay the Purchase Price (or a
specified percentage thereof) with Common Stock, the Company Notice shall:

          (1)  state that each Holder will receive Common Stock with a Market
     Price equal to such specified percentage of the Purchase Price of the
     Securities held by such Holder (except any cash amount to be paid in lieu
     of fractional shares);

          (2)  set forth the method of calculating the Market Price of the
     Common Stock; and

          (3)  state that because the Market Price of Common Stock will be
     determined prior to the Purchase Date, Holders will bear the market risk
     with respect to the value of the Common Stock to be received from the date
     such Market Price is determined to the Purchase Date.

     In any case, each Company Notice shall include a form of Purchase Notice to
be completed by a Holder and shall state:

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          (A)  the Purchase Price, the Conversion Rate and, to the extent known
     at the time of such notice the amount of interest that will be accrued and
     payable with respect to the Securities as of the Purchase Date;

          (B)  the name and address of the Paying Agent and the Conversion
     Agent;

          (C)  that Securities as to which a Purchase Notice has been given may
     be converted pursuant to Article XI hereof only if the applicable Purchase
     Notice has been withdrawn in accordance with the terms of this Indenture;

          (D)  that Securities must be surrendered to the Paying Agent to
     collect payment of the Purchase Price;

          (E)  that the Purchase Price for any Security as to which a Purchase
     Notice has been given and not withdrawn will be paid promptly following the
     later of the Purchase Date and the time of surrender of such Security as
     described in (D);

          (F)  the procedures the Holder must follow to exercise purchase rights
     under this Article and a brief description of those rights;

          (G)  briefly, the conversion rights of the Securities; and

          (H)  the procedures for withdrawing a Purchase Notice (including,
     without limitation, for a conditional withdrawal pursuant to the terms of
     Section 12.1 or 12.9).

     If any of the Securities is in the form of a Global Security, then the
Company shall modify the Company Notice to the extent necessary to accord with
the procedures of the Depositary applicable to the purchase of Global
Securities.

     At the Company's request, the Trustee shall give such Company Notice in the
Company's name and at the Company's expense; PROVIDED, HOWEVER, that, in all
cases, the text of such Company Notice shall be prepared by the Company.

     Upon determination of the actual number of shares of Common Stock to be
issued for each $1,000 Principal Amount of Securities, the Company will publish
such determination at the Company's Web site on the World Wide Web or through
such other public medium as the Company may use at that time.

     Section 12.6  COVENANTS OF THE COMPANY. All Common Stock delivered upon
purchase of the Securities shall be newly issued shares or treasury shares,
shall be duly authorized, validly issued, fully paid and nonassessable and shall
be free from preemptive rights and free of any lien or adverse claim.

     Section 12.7   PROCEDURE UPON PURCHASE. As soon as practicable after the
Purchase Date and upon receipt of the Securities, the Company shall deliver to
each Holder entitled to receive Common Stock through the Paying Agent, a
certificate for the number of full shares of Common Stock issuable in payment of
the Purchase Price and cash in lieu of any fractional shares of Common Stock.
The Person in whose name the certificate for Common Stock is registered shall

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be treated as a holder of record of Common Stock on the Business Day following
the Purchase Date. Subject to Section 12.4, no payment or adjustment will be
made for dividends on the Common Stock the record date for which occurred on or
prior to the Purchase Date.

     Section 12.8  TAXES. If a Holder of a Security is paid in Common Stock,
the Company shall pay any documentary, stamp or similar issue or transfer tax
due on such issue of Common Stock. However, the Holder shall pay any such tax
which is due because the Holder requests the Common Stock to be issued in a name
other than the Holder's name. The Paying Agent may refuse to deliver the
certificates representing the shares of Common Stock being issued in a name
other than the Holder's name until the Paying Agent receives a sum sufficient to
pay any tax which will be due because the shares of Common Stock are to be
issued in a name other than the Holder's name.

     Section 12.9  EFFECT OF PURCHASE NOTICE. Upon receipt by the Paying Agent
of the Purchase Notice specified in Section 12.5, the Holder of the Security in
respect of which such Purchase Notice was given shall (unless such Purchase
Notice is withdrawn as specified in the following two paragraphs) thereafter be
entitled to receive solely the Purchase Price with respect to such Security.
Such Purchase Price shall be paid to such Holder, subject to receipt of funds
and/or Common Stock by the Paying Agent, promptly following the later of (x) the
Purchase Date with respect to such Security (provided the conditions in Section
12.1 have been satisfied) and (y) the time of delivery of such Security to the
Paying Agent by the Holder thereof in the manner required by Section 12.1.
Securities in respect of which a Purchase Notice has been given by the Holder
thereof may not be converted pursuant to Article XI hereof on or after the date
of the delivery of such Purchase Notice unless such Purchase Notice has first
been validly withdrawn as specified in the following two paragraphs.

     A Purchase Notice may be withdrawn by means of a written notice of
withdrawal delivered to the office of the Paying Agent in accordance with the
Purchase Notice at any time prior to the close of business on the Business Day
immediately preceding the applicable Purchase Date specifying:

          (1)  if certificated Securities have been issued, the certificate
     number of the Security in respect of which such notice of withdrawal is
     being submitted, or if not, such information as may be required under
     appropriate procedures of the Depositary;

          (2)  the Principal Amount of the Security with respect to which such
     notice of withdrawal is being submitted; and

          (3)  the Principal Amount, if any, of such Security which remains
     subject to the original Purchase Notice and which has been or will be
     delivered for purchase by the Company.

     A written notice of withdrawal of a Purchase Notice may be in the form set
forth in the preceding paragraph or may be in the form of (i) a conditional
withdrawal contained in a Purchase Notice pursuant to the terms of Section
12.1(1)(D) or (ii) a conditional withdrawal containing the information set forth
in Section 12.1(l)(D) and the preceding paragraph and

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contained in a written notice of withdrawal delivered to the Paying Agent as set
forth in the preceding paragraph.

     There shall be no purchase of any Securities pursuant to this Article
(other than through the issuance of Common Stock in payment of the Purchase
Price, including cash in lieu of fractional shares) if there has occurred (prior
to, on or after, as the case may be, the giving, by the Holders of such
Securities, of the required Purchase Notice) and is continuing an Event of
Default (other than a default in the payment of the Purchase Price with respect
to such Securities). The Paying Agent will promptly return to the respective
Holders thereof any Securities (x) with respect to which a Purchase Notice has
been withdrawn in compliance with this Indenture, or (y) held by it during the
continuance of an Event of Default (other than a default in the payment of the
Purchase Price with respect to such Securities) in which case, upon such return,
the Purchase Notice with respect thereto shall be deemed to have been withdrawn.

     Section 12.10 DEPOSIT OF PURCHASE PRICE. Prior to 11:00 a.m. (New York
City time) on the Purchase Date, the Company shall deposit with the Trustee or
with the Paying Agent an amount of money (in immediately available funds if
deposited on such Business Day) and/or Common Stock, if permitted hereunder,
sufficient to pay the aggregate Purchase Price of all of the Securities or
portions thereof which are to be purchased as of the Purchase Date. The manner
in which the deposit required by this Section 12.10 is made by the Company shall
be at the option of the Company, PROVIDED, HOWEVER, that such deposit shall be
made in a manner such that the Trustee or a Paying Agent shall have immediately
available funds on the Purchase Date.

     If a Paying Agent holds, in accordance with the terms hereof, money
and/or Common Stock sufficient to pay the Purchase Price of any Security for
which a Purchase Notice has been tendered and not withdrawn in accordance with
this Indenture on the Business Day following the Purchase Date then, immediately
after Purchase Date, such Security will cease to be outstanding, interest
(including Contingent Interest, if any) will cease to accrue and the rights of
the Holder in respect thereof shall terminate (other than the right to receive
the Purchase Price as aforesaid).

     Section 12.11 SECURITIES PURCHASED IN PART. Any Security which is to be
purchased only in part shall be surrendered at the office of the Paying Agent
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company or the
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge
except for any taxes to be paid by the Holder in the event a Security is
registered under a new name, a new Security or Securities, of any authorized
denomination as requested by such Holder in aggregate Principal Amount equal to,
and in exchange for, the portion of the Principal Amount of the Security so
surrendered which is not purchased.

     Section 12.12 COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF SECURITIES.
In connection with any offer to purchase or purchase of Securities under this
Article (provided that such offer or purchase constitutes an "issuer tender
offer" for purposes of Rule 13e-4 (which term, as used herein, includes any
successor provision thereto) under the Exchange Act at the time of such offer or
purchase), the Company shall (i) comply with Rule 13e-4 under the Exchange Act,
(ii) file the related Schedule TO (or any successor schedule, form or report),
if

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required, under the Exchange Act, and (iii) otherwise comply with all applicable
Federal and state securities laws so as to permit the rights and obligations
under this Article to be exercised in the time and in the manner specified in
this Article.

     Section 12.13 REPAYMENT TO THE COMPANY. The Trustee and the Paying Agent
shall return to the Company any cash or Common Stock that remain unclaimed for
two years, subject to applicable unclaimed property law, together with interest
or dividends, if any, thereon held by them for the payment of the Purchase
Price, PROVIDED, HOWEVER, that to the extent that the aggregate amount of cash
or Common Stock deposited by the Company pursuant to Section 12.10 exceeds the
aggregate Purchase Price of the Securities or portions thereof which the Company
is obligated to purchase as of the Purchase Date, then promptly after the
Business Day following the Purchase Date, the Trustee shall return any such
excess to the Company together with interest or dividends, if any, thereon.
Thereafter, any Holder entitled to payment must look to the Company for payment
as general creditors, unless an applicable abandoned property law designates
another Person.

     Section 12.14 CONVERSION ARRANGEMENT ON PURCHASE. Any Securities required
to be purchased under this Article, unless surrendered for conversion before the
close of business on the Purchase Date, may be deemed to be purchased from the
Holders of such Securities for an amount in cash not less than the Purchase
Price, by one or more investment bankers or other purchasers who may agree with
the Company to purchase such Securities from the Holders, to convert them into
Common Stock of the Company and to make payment for such Securities to the
Trustee in trust for such Holders.

     Section 12.15 REPAYMENT OF SECURITIES. Securities subject to repayment in
whole or in part at the option of the Holders thereof will, unless otherwise
provided in the terms of such Securities, be repaid at a price equal to the
Principal Amount thereof, together with interest thereon accrued to the
Repayment Date specified in the terms of such Securities. The Company covenants
that on or before the Repayment Date it will deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust) an amount of money sufficient to pay the principal (or, if so
provided by the terms of the Securities, a percentage of the principal) of, and
(except if the Repayment Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portions thereof, as the case may be, to be
repaid on such date.

                                  ARTICLE XIII

                          REPAYMENT AT OPTION OF HOLDER
                            UPON A CHANGE IN CONTROL

     Section 13.1  RIGHT TO REQUIRE PURCHASE.

     (a) If at any time on or before February 25, 2008 that Securities remain
outstanding there shall occur a Change in Control, Securities shall be purchased
by the Company in integral multiples of $1,000 Principal Amount at the option of
the Holders thereof as of the date that is 35 Business Days after the occurrence
of the Change in Control (the "Change in Control Purchase

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Date") subject to satisfaction by or on behalf of any Holder of the requirements
set forth in subsection (c) of this Section 13.1. The purchase price of such
Securities (the "Change in Control Purchase Price") shall be equal to 100% of
the Principal Amount of the Securities to be purchased plus accrued and unpaid
interest to, but excluding, the Change in Control Purchase Date.

     A "Change in Control" shall be deemed to have occurred at such time as
either of the following events shall occur:

          (1)  There shall be consummated any consolidation or merger of the
     Company 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 Company in which the holders of the 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

          (2)  There is a report filed 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 the purposes
     of this Section 13.1 only, as the term "person" is used in 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 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 of 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.

     Notwithstanding the foregoing provisions of this Section 13.1, a Change in
Control shall not be deemed to have occurred by virtue of the Company, any
Subsidiary, any employee stock ownership plan or any other employee benefit plan
of the Company or any Subsidiary, or any person holding 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 Common Stock, whether in excess of 50%
or otherwise.

     "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.

     (b) Within 15 Business Days after the occurrence of a Change in Control,
the Company shall mail a written notice of the Change in Control to the Trustee
and to each Holder.

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The notice shall include the form of a Change in Control Purchase Notice to be
completed by the Holder and shall state:

          (1)  the date of such Change in Control and, briefly, the events
     causing such Change in Control;

          (2)  the date by which the Change in Control Purchase Notice pursuant
     to this Section 13.1 must be given;

          (3)  the Change in Control Purchase Date;

          (4)  the Change in Control Purchase Price that will be accrued and
     payable with respect to the Securities as of the Change in Control Purchase
     Date;

          (5)  briefly, the conversion rights of the Securities;

          (6)  the name and address of each Paying Agent and Conversion Agent;

          (7)  the Base Conversion Rate and the current Conversion Rate (using
     the Applicable Stock Price as determined as of the Business Day prior to
     the date on which the notice pursuant to this Section 13.1(b) is marked by
     the Company to the Trustee) and any adjustments thereto;

          (8)  that Securities as to which a Change in Control Purchase Notice
     has been given may be converted into Common Stock pursuant to Article XI
     only to the extent that the Change in Control Purchase Notice has been
     withdrawn in accordance with the terms of this Indenture;

          (9)  the procedures that the Holder must follow to exercise rights
     under this Section 13.1;

          (10) the procedures for withdrawing a Change in Control Purchase
     Notice, including a form of notice of withdrawal;

          (11) that the Holder must satisfy the requirements set forth in the
     Securities in order to convert the Securities; and

          (12) the last date on which the purchase right may be exercised.

     If any of the Securities is in the form of a Global Security, then the
Company shall modify such notice to the extent necessary to accord with the
procedures of the Depositary applicable to the purchase of Global Securities.

     (c)  A Holder may exercise its rights specified in subsection (a) of this
Section 13.1 upon delivery of a written notice (which shall be in substantially
the form included as an attachment to the Securities and which may be delivered
by letter, overnight courier, hand delivery, facsimile transmission or in any
other written form and, in the case of Global Securities, may be delivered
electronically or by other means in accordance with the

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Depositary's customary procedures) of the exercise of such rights (a "Change in
Control Purchase Notice") to any Paying Agent at any time prior to the close of
business on the Business Day immediately preceding the Change in Control
Purchase Date.

     The delivery of such Security to any Paying Agent (together with all
necessary endorsements) at the office of such Paying Agent shall be a condition
to the receipt by the Holder of the Change in Control Purchase Price.

     The Company shall purchase from the Holder thereof, pursuant to this
Section 13.1, a portion of a Security if the Principal Amount of such portion is
$1,000 or an integral multiple of $1,000. Provisions of this Indenture that
apply to the purchase of all of a Security pursuant to Sections 13.1 through
13.6 also apply to the purchase of such portion of such Security.

     Any purchase by the Company contemplated pursuant to the provisions of this
Section 13.1 shall be consummated by the delivery of the consideration to be
received by the Holder promptly following the later of the Change in Control
Purchase Date and the time of delivery of the Security to the Paying Agent in
accordance with this Section 13.1.

     Notwithstanding anything herein to the contrary, any Holder delivering to a
Paying Agent the Change in Control Purchase Notice contemplated by this
subsection (c) shall have the right to withdraw such Change in Control Purchase
Notice in whole or as to a portion thereof that is a Principal Amount of $1,000
or an integral multiple thereof at any time prior to the close of business on
the Business Day immediately preceding the Change in Control Purchase Date by
delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 13.2.

     A Paying Agent shall promptly notify the Company of the receipt by it of
any Change in Control Purchase Notice or written withdrawal thereof.

     Anything herein to the contrary notwithstanding, in the case of Global
Securities, any Change in Control Purchase Notice may be delivered or withdrawn
and such Securities may be surrendered or delivered for purchase in accordance
with the applicable procedures of the Depositary as in effect from time to time.

     Section 13.2  EFFECT OF CHANGE IN CONTROL PURCHASE NOTICE. Upon receipt by
any Paying Agent of the Change in Control Purchase Notice specified in Section
13.1(c), the Holder of the Security in respect of which such Change in Control
Purchase Notice was given shall (unless such Change in Control Purchase Notice
is withdrawn as specified below) thereafter be entitled to receive the Change in
Control Purchase Price with respect to such Security. Such Change in Control
Purchase Price shall be paid to such Holder promptly following the later of (a)
the Change in Control Purchase Date with respect to such Security (provided the
conditions in Section 13.1(c) have been satisfied) and (b) the time of delivery
of such Security to a Paying Agent by the Holder thereof in the manner required
by Section 13.1(c). Securities in respect of which a Change in Control Purchase
Notice has been given by the Holder thereof may not be converted into Common
Stock on or after the date of the delivery of such Change in Control Purchase
Notice unless such Change in Control Purchase Notice has first been validly
withdrawn as specified in the following paragraph.

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     A Change in Control Purchase Notice may be withdrawn by means of a
written notice of withdrawal delivered to the office of the Paying Agent in
accordance with the Change in Control Purchase Notice at any time prior to the
close of business on the applicable Change in Control Purchase Date specifying:

          (1)  if a certificated Security has been issued, the certificate
     number of the Securities in respect of which such notice of withdrawal is
     being submitted, or if not, such information as required by the Depositary;

          (2)  the Principal Amount, in integral multiples of $1,000, of the
     Securities with respect to which such notice of withdrawal is being
     submitted; and

          (3)  the Principal Amount, if any, of such Securities which remain
     subject to the original Change in Control Purchase Notice and which has
     been or will be delivered for purchase by the Company.

     There shall be no purchase of any Securities pursuant to this Article if
there has occurred (prior to, on or after, as the case may be, the giving, by
the Holders of such Securities, of the required Change in Control Purchase
Notice) and is continuing an Event of Default (other than a default in the
payment of the Change in Control Purchase Price with respect to such
Securities). The Paying Agent will promptly return to the respective Holders
thereof any Securities (x) with respect to which a Change in Control Purchase
Notice has been withdrawn in compliance with this Indenture, or (y) held by it
during the continuance of an Event of Default (other than a default in the
payment of the Change in Control Purchase Price with respect to such Securities)
in which case, upon such return, the Change in Control Purchase Notice with
respect thereto shall be deemed to have been withdrawn.

     Section 13.3  DEPOSIT OF CHANGE IN CONTROL PURCHASE PRICE. On or before
11:00 a.m. New York City time on the Change in Control Purchase Date, the
Company shall deposit with the Trustee or with a Paying Agent (other than the
Company or an Affiliate of the Company) an amount of money (in immediately
available funds if deposited on such Business Day) sufficient to pay the
aggregate Change in Control Purchase Price of all the Securities or portions
thereof that are to be purchased as of such Change in Control Purchase Date. The
manner in which the deposit required by this Section 13.3 is made by the Company
shall be at the option of the Company, PROVIDED, HOWEVER, that such deposit
shall be made in a manner such that the Trustee or a Paying Agent shall have
immediately available funds on the Change in Control Purchase Date.

     If a Paying Agent holds, in accordance with the terms hereof, money
sufficient to pay the Change in Control Purchase Price of any Security for which
a Change in Control Purchase Notice has been tendered and not withdrawn in
accordance with this Indenture on the Business Day following the Change in
Control Purchase Date then, immediately following the Change in Control Purchase
Date, such Security will cease to be outstanding, interest will cease to accrue
and the rights of the Holder in respect thereof shall terminate (other than the
right to receive the interest thereon). The Company shall publicly announce the
Principal Amount of Securities purchased as a result of such Change in Control
on or as soon as practicable after the Change in Control Purchase Date.

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     Section 13.4  SECURITIES PURCHASED IN PART. Any Security that is to be
purchased only in part shall be surrendered at the office of a Paying Agent and
promptly after the Change in Control Purchase Date the Company shall execute and
the Trustee shall authenticate and deliver to the Holder of such Security,
without service charge (other than amounts to be paid in respect of applicable
transfer taxes), a new Security or Securities, of such authorized denomination
or denominations in integral multiples of $1,000 as may be requested by such
Holder, in aggregate Principal Amount equal to, and in exchange for, the portion
of the Principal Amount of the Security so surrendered that is not purchased.

     Section 13.5   COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF SECURITIES.
In connection with any offer to purchase or purchase of Securities under this
Article (provided that such offer or purchase constitutes an "issuer tender
offer" for purposes of Rule 13e-4 (which term, as used herein, includes any
successor provision thereto) under the Exchange Act at the time of such offer or
purchase), the Company shall (i) comply with Rule 13e-4 under the Exchange Act,
(ii) file the related Schedule TO (or any successor schedule, form or report),
if required, under the Exchange Act, and (iii) otherwise comply with all
applicable Federal and state securities laws so as to permit the rights and
obligations under this Article to be exercised in the time and in the manner
specified in this Article.

     Section 13.6  REPAYMENT TO THE COMPANY. The Trustee and the Paying Agent
shall return to the Company any cash or Common Stock that remains unclaimed for
two years, subject to applicable unclaimed property law, together with interest
or dividends, if any, thereon held by them for the payment of the Change in
Control Purchase Price; PROVIDED, HOWEVER, that to the extent that the aggregate
amount of cash or Common Stock deposited by the Company pursuant to Section 13.3
exceeds the aggregate Change in Control Purchase Price of the Securities or
portions thereof which the Company is obligated to purchase as of the Change in
Control Purchase Date, then on the Business Day following the Purchase Date, the
Trustee shall return any such excess to the Company together with interest or
dividends, if any, thereon. Thereafter, any Holder entitled to payment must look
to the Company for payment as general creditors, unless an applicable abandoned
property law designates another Person.

                                   ARTICLE XIV

                    IMMUNITY OF INCORPORATORS, SHAREHOLDERS,
                        OFFICERS, DIRECTORS AND EMPLOYEES

     Section 14.1  EXEMPTION FROM INDIVIDUAL LIABILITY. No recourse under or
upon any obligation, covenant or agreement of this Indenture, or of any
Security, or for any claim based thereon or otherwise in respect thereof, shall
be had against any incorporator, shareholder, officer, director or employee, as
such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company, 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 this Indenture and the obligations
issued hereunder are solely corporate obligations of the Company, and that no
such personal liability whatever shall attach to, or is or shall be incurred by,
the incorporators, shareholders, officers, directors or employees, as such, of
the Company or of any successor corporation, or any of them, because of

                                       69
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the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom; and that any and all such personal
liability, either at common law or in equity or by constitution or statute, of,
and any and all such rights and claims against, every such incorporator,
shareholders, officer, director or employee, as such, because of the creation of
the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom, are hereby expressly waived and released as a condition
of, and as a consideration for, the execution of this Indenture and the issue of
such Securities.

                                   ARTICLE XV

                            MISCELLANEOUS PROVISIONS

     Section 15.1    SUCCESSORS AND ASSIGNS OF COMPANY BOUND BY INDENTURE. All
the covenants, stipulations, promises and agreements in this Indenture contained
by or in behalf of the Company shall bind its successors and assigns, whether so
expressed or not.

     Section 15.2    ACTS OF BOARD, COMMITTEE OR OFFICER OF SUCCESSOR
CORPORATION VALID. 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 Company 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
that time be the successor of the Company.

     Section 15.3    REQUIRED NOTICES OR DEMANDS. Any notice or demand which by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the Holders to or on the Company may be given or served by
being deposited postage prepaid in a post office letter box in the United States
addressed (until another address is filed by the Company with the Trustee), as
follows: Affiliated Managers Group, Inc., 600 Hale Street, Prides Crossing, MA
01965, Attention: Treasurer. Any notice, direction, request or demand by the
Company or by any Holder to or upon the Trustee may be given or made, for all
purposes, by being deposited postage prepaid in a post office letter box in the
United States addressed to the Corporate Trust Office of the Trustee. Any notice
required or permitted to be mailed to a Holder by the Company or the Trustee
pursuant to the provisions of this Indenture shall be deemed to be properly
mailed by being deposited postage prepaid in a post office letter box in the
United States addressed to such Holder at the address of such Holder as shown on
the Security Register. In any case, where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders.

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

                                       70
<Page>

     In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impractical to mail notice of any event to Holders when
such notice is required to be given pursuant to any provision of this Indenture,
then any manner of giving such notice as shall be satisfactory to the Trustee
shall be deemed to be a sufficient giving of such notice.

     Section 15.4    GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THIS INDENTURE AND THE SECURITIES, WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS.

     Section 15.5    INDENTURE MAY BE EXECUTED IN COUNTERPARTS. This Indenture
may be executed in any number of counterparts, each of which when so executed
shall be deemed an original; and all such counterparts shall together constitute
but one and the same instrument.

                                       71
<Page>

         IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this Indenture on behalf of the respective parties hereto as of the
date first above written.

                                         AFFILIATED MANAGERS GROUP, INC.


                                      By: /s/ Darrell W. Crate
                                          --------------------------------------
                                          Name:  Darrell W. Crate
                                          Title: Executive Vice President and
                                          Chief Financial Officer


                                      THE BANK OF NEW YORK


                                      By: /s/ Kisha A. Holder
                                          --------------------------------------
                                          Name:  Kisha A. Holder
                                          Title: Assistant Treasurer

<Page>

                                                                         ANNEX A

                        [FORM OF FACE OF GLOBAL SECURITY]


     FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT
AND THE ISSUE DATE OF THIS SECURITY IS FEBRUARY 25, 2003. IN ADDITION, THIS
SECURITY IS SUBJECT TO UNITED STATES FEDERAL INCOME TAX REGULATIONS GOVERNING
CONTINGENT PAYMENT DEBT INSTRUMENTS. FOR PURPOSES OF SECTIONS 1272, 1273 AND
1275 OF THE INTERNAL REVENUE CODE, THE ISSUE PRICE OF EACH SECURITY IS $1,000
PER $1,000 OF PRINCIPAL AMOUNT AND THE COMPARABLE YIELD IS 5.62%, COMPOUNDED
SEMI-ANNUALLY (WHICH WILL BE TREATED AS THE YIELD TO MATURITY FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES).

     AFFILIATED MANAGERS GROUP, INC. (THE "COMPANY") AGREES, AND BY ACCEPTING A
BENEFICIAL OWNERSHIP INTEREST IN THIS SECURITY EACH HOLDER OF THIS SECURITY WILL
BE DEEMED TO HAVE AGREED, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES (1) TO
TREAT THIS SECURITY AS A DEBT INSTRUMENT THAT IS SUBJECT TO TREAS. REG. SEC.
1.1275-4 (THE "CONTINGENT PAYMENT REGULATIONS"), (2) TO TREAT THE FAIR MARKET
VALUE OF ANY STOCK RECEIVED UPON ANY CONVERSION OF THIS SECURITY OR UPON A
PURCHASE OF THIS SECURITY AT THE HOLDER'S OPTION AS A CONTINGENT PAYMENT FOR
PURPOSES OF THE CONTINGENT PAYMENT REGULATIONS, AND (3) TO ACCRUE INTEREST WITH
RESPECT TO THE SECURITY AS ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL
INCOME TAX PURPOSES ACCORDING TO THE "NONCONTINGENT BOND METHOD," SET FORTH IN
THE CONTINGENT PAYMENT REGULATIONS, AND TO BE BOUND BY THE COMPANY'S
DETERMINATION OF THE "COMPARABLE YIELD" AND "PROJECTED PAYMENT SCHEDULE," WITHIN
THE MEANING OF THE CONTINGENT PAYMENT REGULATIONS, WITH RESPECT TO THIS
SECURITY. THE COMPANY AGREES TO PROVIDE PROMPTLY TO THE HOLDER OF THIS SECURITY,
UPON WRITTEN REQUEST, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, YIELD
TO MATURITY, COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE. ANY SUCH WRITTEN
REQUEST SHOULD BE SENT TO THE COMPANY AT THE FOLLOWING ADDRESS: AFFILIATED
MANAGERS GROUP, INC., 600 HALE STREET, PRIDES CROSSING, MASSACHUSETTS 01965,
ATTENTION: CHIEF FINANCIAL OFFICER.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED

<Page>

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

     THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF
THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY, THE SHARES OF 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 THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY OR AFFILIATE THEREOF,
(B) 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, (D) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHTS OF THE
COMPANY AND THE WITHIN MENTIONED TRUSTEE PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSE (D) OR (E) 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 TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE

                                       A-2
<Page>

REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

         THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON SATISFACTION
OF THE CONDITIONS SPECIFIED IN THE INDENTURE.

                                       A-3
<Page>

                         AFFILIATED MANAGERS GROUP, INC.

              Floating Rate Convertible Senior Debentures due 2033

No. R-1                                         Principal Amount: $300,000,000
Issue Date: February 25, 2003                   CUSIP:  008252 AD 0

     AFFILIATED MANAGERS GROUP, INC., a Delaware corporation (the "Company"),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of THREE HUNDRED MILLION DOLLARS ($300,000,000) on February
25, 2033.

     This Security shall bear interest as specified on the reverse side of this
Security. Contingent Interest, if any, on this Security, will be payable as
specified on the reverse side of this Security. This Security is convertible as
specified on the reverse side of this Security.

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

                                       A-4
<Page>

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

                                          AFFILIATED MANAGERS GROUP, INC.

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

Attest:

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


TRUSTEE'S CERTIFICATE OF AUTHENTICATION


THE BANK OF NEW YORK, as Trustee,
certifies that this is one of the Securities referred
to in the within-mentioned Indenture.

By
   -----------------------------
   Authorized Signatory


Dated:  February 25, 2003

                                       A-5
<Page>

                       [FORM OF REVERSE SIDE OF SECURITY]

              Floating Rate Convertible Senior Debentures due 2033

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities") limited in aggregate principal amount
to $300,000,000, issued under an Indenture, dated as of February 25, 2003 (the
"Indenture"), between the Company and The Bank of New York, as Trustee (the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. Capitalized terms used and not otherwise defined in
this Security are used as defined in the Indenture.

1.   Interest.

     This Security will bear interest from February 25, 2003 or from the most
recent date to which interest has been paid or duly provided for, quarterly in
arrears on February 25, May 25, August 25 and November 25 of each year (each, an
"Interest Payment Date"), commencing May 25, 2003, at the rate per annum equal
to 3-month LIBOR, reset quarterly on each Interest Reset Date, minus 0.50%,
until the principal hereof is paid or duly made available for payment.
Regardless of the level of 3-month LIBOR, however, the annual rate of interest
on the Securities will never be less than zero and after February 25, 2008, the
annual rate of interest (exclusive of Contingent Interest, if any) will not
exceed 3.25%. Interest on this Security shall be calculated on the basis of a
360-day year and the actual number of days elapsed during the related Interest
Period (as defined below). Interest payable on this Security on any Interest
Payment Date will include interest accrued from, and including, the most recent
Interest Payment Date to which interest has been paid or duly made available for
payment on this Security (or February 25, 2003, if no interest has been paid or
been duly made available for payment) to, but excluding, such Interest Payment
Date or Stated Maturity or earlier Redemption Date, Purchase Date or Change in
Control Purchase Date, as the case may be (an "Interest Period"). The interest
so payable and punctually paid or duly provided for on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
February 10, May 10, August 10 or November 10, as the case may be, immediately
preceding the relevant Interest Payment Date. Any interest which is payable, but
is not punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the registered Holder hereof on the relevant
Regular Record Date by virtue of having been such Holder, and may 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 for the payment of
such Defaulted Interest to be fixed by the Company, 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 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.

         If any Interest Payment Date (other than an Interest Payment Date
coinciding with the Stated Maturity or earlier Redemption Date, Purchase Date or
Change in Control Purchase Date)

                                       A-6
<Page>

falls on a day that is not a Business Day (as defined in the Indenture), such
Interest Payment Date will be postponed to the next succeeding Business Day and
no interest on such payment will accrue for the period from and after the
Interest Payment Date to such next succeeding Business Day, provided that, if
such Business Day falls in the next succeeding calendar month, the Interest
Payment Date will be the Business Day immediately preceding such Interest
Payment Date. If the Stated Maturity, Redemption Date, Purchase Date or Change
in Control Purchase Date would fall on a day that is not a Business Day, the
required payment of interest, if any, and principal will be made on the next
succeeding Business Day and no interest on such payment will accrue for the
period from and after the Stated Maturity, Redemption Date, Purchase Date or
Change in Control Purchase Date to such next succeeding Business Day.

     "3-month LIBOR," as determined by the Trustee, means with respect to any
Interest Period:

     (a)  the rate for three-month deposits in United States dollars commencing
on the related Interest Reset Date, that appears on the Moneyline Telerate Page
3750 as of 11:00 A.M., London time, on the Interest Determination Date, or

     (b)  if no rate appears on the particular Interest Determination Date on
the Moneyline Telerate Page 3750, the rate calculated by the Trustee as the
arithmetic mean of at least two offered quotations obtained by the Trustee after
requesting the principal London offices of each of four major reference banks in
the London interbank market to provide the Trustee with its offered quotation
for deposits in United States dollars for the period of three months, commencing
on the related Interest Reset Date, to prime banks in the London interbank
market at approximately 11:00 A.M., London time, on that Interest Determination
Date and in a principal amount that is representative for a single transaction
in United Sates dollars in that market at that time, or

     (c)  if fewer than two offered quotations referred to in clause (b) are
provided as requested, the rate calculated by the Trustee as the arithmetic mean
of the rates quoted at approximately 11:00 A.M., New York time, on the
particular Interest Determination Date by three major banks in The City of New
York selected by the Trustee for loans in United States dollars to leading
European banks for a period of three months and in a principal amount that is
representative for a single transaction in United States dollars in that market
at that time, or

     (d)  if the banks so selected by the Trustee are not quoting as mentioned
in clause (c), 3-month LIBOR in effect on the particular Interest Determination
Date.

     "Interest Determination Date" means the second London banking day preceding
the related Interest Reset Date.

     "Interest Reset Date" means February 25, May 25, August 25 and November 25
of each year; provided that, if any Interest Reset Date would otherwise be a day
that is not a Business Day, such Interest Reset Date shall be postponed to the
next succeeding Business Day, except if such Business Day falls in the next
succeeding calendar month, such Interest Reset Date will be the immediately
preceding Business Day.

                                       A-7
<Page>

     "London banking day" means a day on which commercial banks are open for
business, including dealings in United States dollars, in London.

     "Moneyline Telerate Page 3750" means the display on Moneyline Telerate (or
any successor service) on such page (or any other page as may replace such page
on such service) for the purpose of displaying the London interbank rates of
major banks for United States dollars.

2. Contingent Interest.
     Subject to the accrual and Record Date provisions described below, this
Security will bear additional quarterly interest ("Contingent Interest") to the
Holder hereof during any six-month period from February 26 to August 25 or
August 26 to February 25, commencing after February 25, 2008, if the average
market price of the Securities for the five Trading Days ending on the third
Trading Day immediately preceding the first day of the applicable six-month
period equals 120% or more of the Principal Amount of the Securities.

     The Contingent Interest payable per Security in respect of any six-month
period in which Contingent Interest is payable will equal the annual rate of
0.25% of the average market price of a Security for the five Trading Day
measuring period. Contingent Interest on this Security shall be calculated on
the basis of a 360-day year of twelve 30-day months.

     Contingent Interest, if any, will accrue and be payable on the two
quarterly Interest Payment Dates for interest payable pursuant to paragraph 1 of
this Security next succeeding the first day of the relevant six-month period to
the Holders of this Security as of the Regular Record Date relating to such
Interest Payment Dates.

     Upon determination that Holders will be entitled to receive Contingent
Interest during a relevant six-month period, we will issue a press release and
publish such information on our website on the World Wide Web as soon as
practicable.

     For purposes of this paragraph 2, the market price of a Security on any
date of determination means the average of the secondary market bid quotations
per Security obtained by the Bid Calculation Agent for $5 million aggregate
Principal Amount of Securities at approximately 4:00 p.m., New York City time,
on such determination date from three independent nationally recognized
securities dealers selected by the Company, provided that if (a) at least three
such bids are not obtained by the Bid Calculation Agent, or (b) in the
reasonable judgment of the Company, the bid quotations are not indicative of the
secondary market value of the Securities, then the market price of the
debentures will equal (i) the then applicable Conversion Rate of the Securities
multiplied by (ii) the average Sale Price of the Company's Common Stock on the
five Trading Days ending on such determination date, appropriately adjusted.

     The Bid Calculation Agent will initially be The Bank of New York, subject
to the Company's right to replace the Bid Calculation Agent. The Bid Calculation
Agent shall solicit bids from securities dealers that the Company believes to be
willing to bid for the Securities.

3. Interest on Overdue Amounts.
     If the Principal Amount hereof or any portion of such Principal Amount is
not paid when due (whether upon acceleration pursuant to Section 4.2 of the
Indenture, upon the dates set for

                                       A-8
<Page>

payment of the Redemption Price, Purchase Price or Change in Control Purchase
Price or upon the Stated Maturity of this Security) or if interest due hereon
(including Contingent Interest, if any) (or any portion of such interest), is
not paid when due, then in each such case the overdue amount shall, to the
extent permitted by law, bear interest at the rate of interest payable as set
forth in paragraph 1 of this Security, compounded quarterly, which interest
shall accrue from the date such overdue amount was originally due to the date
payment of such amount, including interest thereon, has been made or duly
provided for. All such interest shall be payable as set forth in the Indenture.

4. Method of Payment.
     Subject to the terms and conditions of the Indenture, the Company will make
payments in respect of Redemption Price, Purchase Price, Change in Control
Purchase Price and at Stated Maturity to Holders who surrender Securities to a
Paying Agent to collect such payments in respect of the Securities. The Company
will pay cash amounts in money of the United States that at the time of payment
is legal tender for payment of public and private debts. However, the Company
may make such cash payments by check payable in such money; provided that
payment by wire transfer of immediately available funds will be required with
respect to principal of and interest (including Contingent Interest, if any) on
all Global Securities and all other Securities the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent. If any
Interest Payment Date (other than an Interest Payment Date coinciding with the
Stated Maturity or earlier Redemption Date or Purchase Date) falls on a day that
is not a Business Day, such Interest Payment Date will be postponed to the next
succeeding Business Day and no interest on such payment will accrue for the
period from and after the Interest Payment Date to such next succeeding Business
Day, provided that, if such Business Day falls in the next succeeding calendar
month, the Interest Payment Date will be the Business Day immediately preceding
such Interest Payment Date. If the Stated Maturity, Redemption Date, Purchase
Date or Change of Control Purchase Date of this Security would fall on a day
that is not a Business Day, the required payment of interest, if any, and
principal will be made on the next succeeding Business Day and no interest on
such payment will accrue for the period from and after the Stated Maturity,
Redemption Date, Purchase Date or Change of Control Purchase Date to such next
succeeding Business Day.

5. Paying Agent, Conversion Agent and Registrar.
     Initially, the Trustee will act as Paying Agent, Conversion Agent and
Registrar. The Company may appoint and change any Paying Agent, Conversion
Agent, Registrar or co-registrar without notice, other than notice to the
Trustee except that the Company will maintain at least one Paying Agent in the
State of New York, City of New York, Borough of Manhattan, which shall initially
be an office or agency of the Trustee. The Company or any of its Subsidiaries or
any of their Affiliates may act as Paying Agent, Conversion Agent, Registrar or
co-registrar.

6. Indenture.
     The terms of the Securities include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
in effect from time to time (the "TIA"). The Securities are subject to all such
terms, and Holders are referred to the Indenture and the TIA for a statement of
those terms.

                                       A-9
<Page>

     The Securities are general unsecured obligations of the Company limited to
$300,000,000 aggregate Principal Amount. The Indenture does not limit other
indebtedness of the Company, secured or unsecured.

7. Redemption at the Option of the Company.
     No sinking fund is provided for the Securities. Prior to February 25, 2008,
the Securities will not be redeemable at the option of the Company. Beginning on
February 25, 2008 the Securities are redeemable for cash as a whole, or from
time to time in part, at the option of the Company at a Redemption Price equal
to 100% of the Principal Amount of the Securities, plus accrued and unpaid
interest (including Contingent Interest, if any) to, but excluding, the
Redemption Date.

     If the Company redeems less than all of the outstanding Securities, the
Trustee will select the Securities to be redeemed (i) by lot; (ii) pro rata; or
(iii) by another method the Trustee considers fair and appropriate. If the
Trustee selects a portion of a Holder's Securities for partial redemption and
the Holder converts a portion of the same Securities, the converted portion
shall be deemed to be from the portion selected for redemption.

8. Notice of Redemption.
     Notice of redemption will be mailed at least 30 days but not more than 60
days before the Redemption Date to each Holder of Securities to be redeemed at
the Holder's registered address. If money sufficient to pay the Redemption Price
of all Securities (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Paying Agent prior to or on the Redemption Date, immediately
after such Redemption Date interest shall cease to accrue on such Securities or
portions thereof. Securities in denominations larger than $1,000 may be redeemed
in part but only in integral multiples of $1,000.

9. Purchase By the Company at the Option of the Holder.
     Subject to the terms and conditions of the Indenture, the Company shall
purchase, at the option of the Holder, the Securities held by such Holder on
February 25, 2008, 2013, 2018, 2023, and 2028 at a Purchase Prices equal to 100%
of the Principal Amount thereof, plus accrued and unpaid interest (including
Contingent Interest, if any) to, but excluding, the Purchase Date, upon delivery
of a Purchase Notice containing the information set forth in the Indenture, at
any time from the opening of business on the date that is 21 Business Days prior
to such Purchase Date until the close of business on Business Day immediately
preceding such Purchase Date and upon delivery of the Securities to the Paying
Agent by the Holder as set forth in the Indenture.

     The Purchase Price may be paid, at the option of the Company, in cash or by
the issuance and delivery of shares of Common Stock of the Company, or in any
combination thereof.

     At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall purchase all or a portion of the Securities held by
such Holder as of the date that is 35 Business Days after the occurrence of a
Change in Control of the Company occurring on or prior to February 25, 2008 for
a Change in Control Purchase Price equal to 100% of the Principal Amount
thereof, plus accrued and unpaid interest, if any, to, but excluding, the Change
in Control Purchase Date.

                                      A-10
<Page>

     Holders have the right to withdraw any Purchase Notice or Change in Control
Purchase Notice, as the case may be, by delivering to the Paying Agent a written
notice of withdrawal in accordance with the provisions of the Indenture.

     If cash (and/or securities if permitted under the Indenture) sufficient to
pay the Purchase Price or Change in Control Purchase Price, as the case may be,
of all Securities or portions thereof to be purchased as of the Purchase Date or
the Change in Control Purchase Date, as the case may be, is deposited with the
Paying Agent on the Business Day following the Purchase Date or the Change in
Control Purchase Date, as the case may be, all interest ceases to accrue on such
Securities (or portions thereof) immediately after such Purchase Date or Change
in Control Purchase Date, as the case may be, and the Holder thereof shall have
no other rights as such (other than the right to receive the Purchase Price or
Change in Control Purchase Price, as the case may be, upon surrender of such
Security).

10. Conversion.
     Subject to the terms of the Indenture, the Holder of a Security may convert
the Security into shares of Common Stock at the Conversion Rate under the
circumstances set forth in Sections 11.2, 11.3, 11.4 and 11.5 of the Indenture.
A Security in respect of which a Holder has delivered a Purchase Notice or a
Change in Control Purchase Notice exercising the option of such Holder to
require the Company to purchase such Security may be converted only if such
notice of exercise is withdrawn in accordance with the terms of the Indenture.
The Conversion Rate for the Securities on any Conversion Date shall be
determined as set forth in the Indenture.

     The Company shall deliver cash or a check in lieu of any fractional share
of Common Stock.

     A Holder's right to convert the Securities into Common Stock of the Company
is also subject to the Company's right to elect to pay such Holder the amount of
cash set forth in the next succeeding sentence in lieu of delivering all or part
of such Common Stock; provided, however, that if such payment of cash is not
permitted pursuant to the provisions of the Indenture, the Company shall deliver
Common Stock (and cash in lieu of fractional shares of Common Stock) in
accordance with the Indenture, whether or not the Company has delivered a notice
pursuant to the Indenture to the effect that the Securities will be paid in
cash. If the Company shall elect to make such payment in shares of Common Stock
or a combination of cash and Common Stock, the Company shall deliver to the
Holder through the Conversion Agent, no later than the third Business Day
following the date on which the Applicable Stock Price is determined, 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. If, however, the Company shall elect to make all
or a portion of such payment solely in cash, the Company shall deliver to the
Holder surrendering a Security the amount of cash per Security (or a portion of
a Security) equal to the Applicable Stock Price multiplied by the Conversion
Rate in effect with respect to such Conversion Date no later than the tenth
Business Day following such Conversion Date.

     The Company may not pay cash in lieu of delivering all or part of such
shares of Common Stock upon the conversion of any Security pursuant to the terms
of the Indenture (other than cash in lieu of fractional shares) if there has
occurred (prior to, on or after, as the case may

                                      A-11
<Page>

be, the Conversion Date or the date on which the Company delivers its notice
specifying whether each Conversion shall be converted into shares of Common
Stock or cash) and is continuing an Event of Default (other than a default in
such payment on such Securities).

     A Holder may convert a portion of a Security if the Principal Amount of
such portion is $1,000 or an integral multiple of $1,000. No payment or
adjustment shall be made for dividends on the Common Stock except as provided in
the Indenture. On conversion of a Security, that portion of accrued and unpaid
interest (including Contingent Interest, if any) on the converted Security
attributable to the period from the most recent Interest Payment Date (or, if no
Interest Payment Date has occurred, from the Issue Date) through the Conversion
Date and Tax Original Issue Discount accrued through the Conversion Date with
respect to the converted Security shall not be cancelled, extinguished or
forfeited, but rather shall be deemed to be paid in full to the Holder thereof
through delivery of the Common Stock (together with the cash payment, if any, in
lieu of fractional shares), or cash in lieu thereof, in exchange for the
Security being converted pursuant to the provisions hereof.

     Securities or portions thereof surrendered for conversion during the period
from the close of business on any Regular Record Date immediately preceding any
Interest Payment Date to the opening of business on such Interest Payment Date
shall (except for Securities called for redemption on a Redemption Date that
occurs during the period between a Regular Record Date and the Interest Payment
Date to which such Regular Record Date relates) be accompanied by payment to the
Company or its order, in New York Clearing House funds or other funds acceptable
to the Company, of an amount equal to the interest payable on such Interest
Payment Date on the Principal Amount of Securities or portions thereof being
surrendered for conversion.

     No fractional shares will be issued upon conversion; in lieu thereof, an
amount will be paid in cash based upon the Applicable Stock Price.

     The Company agrees, and each Holder and any beneficial owner of a Security
by its purchase thereof shall be deemed to agree, to treat, for United States
federal income tax purposes, the fair market value of the Common Stock received
upon the conversion of a Security (together with any cash payment in lieu of
fractional shares) or cash, or a combination of cash and Common Stock as a
contingent payment on the Security for purposes of Treasury Regulation Section
1.1275-4(b).

     To convert a Security, a Holder must (a) complete and manually sign the
conversion notice set forth below and deliver such notice to a Conversion Agent,
(b) surrender the Security to the Conversion Agent, (c) furnish appropriate
endorsements and transfer documents (including any certification that may be
required under applicable law) if required by the Conversion Agent, and (d) pay
any transfer or similar tax, if required.

     The Conversion Rate will be adjusted under the Indenture for dividends or
distributions on Common Stock payable in Common Stock or other Capital Stock;
subdivisions, combinations or certain reclassifications of Common Stock;
distributions to all holders of Common Stock of certain rights to purchase
Common Stock for a period expiring within 60 days at less than the Sale Price at
the Time of Determination; and distributions to such holders of assets or debt
securities of the Company or certain rights to purchase securities of the
Company (excluding

                                      A-12
<Page>

certain cash dividends or distributions), all as more fully provided in the
Indenture. However, no adjustment need be made if Holders may participate in the
transaction or in certain other cases. The Company from time to time may
voluntarily increase the Conversion Rate.

11. Conversion Arrangement on Call for Redemption.
     Any Securities called for redemption, unless surrendered for conversion
before the close of business on the Redemption Date, may be deemed to be
purchased from the Holders of such Securities at an amount not less than the
Redemption Price, by one or more investment bankers or other purchasers who may
agree with the Company to purchase such Securities from the Holders, to convert
them into Common Stock of the Company and to make payment for such Securities to
the Trustee in trust for such Holders.

12. Denominations; Transfer; Exchange.
     The Securities are in fully registered form, without coupons, in
denominations of $1,000 of Principal Amount and integral multiples of $1,000. A
Holder may transfer or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not transfer or exchange
any Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or any
Securities in respect of which a Purchase Notice or Change in Control Purchase
Notice has been given and not withdrawn (except, in the case of a Security to be
purchased in part, the portion of the Security not to be purchased) or any
Securities for a period of 15 days before the mailing of a notice of redemption
of Securities to be redeemed.

13. Persons Deemed Owners.
     The registered Holder of this Security may be treated as the owner of this
Security for all purposes.

14. Unclaimed Money or Securities.
     The Trustee and the Paying Agent shall return to the Company upon written
request any money or securities held by them for the payment of any amount with
respect to the Securities that remains unclaimed for two years subject to
applicable unclaimed property law. After return to the Company, Holders entitled
to the money or securities must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another person.

15. Amendment; Waiver.
     Subject to certain exceptions set forth in the Indenture, (i) the Indenture
or the Securities may be amended with the written consent of the Holders of at
least a majority in aggregate Principal Amount of the Securities at the time
outstanding and (ii) certain Defaults may be waived with the written consent of
the Holders of a majority in aggregate Principal Amount of the Securities at the
time outstanding. The Company and the Trustee may amend the Indenture under
certain circumstances without the consent of the Holder, as described in the
Indenture.

                                      A-13
<Page>

16. Defaults and Remedies.
     Under the Indenture, Events of Default include (i) a default in the payment
of the Principal Amount, Redemption Price, Purchase Price or Change in Control
Purchase Price with respect to any Security when such payment becomes due and
payable; (ii) a default in the payment of any interest (including Contingent
Interest, if any) on the Securities, when the same becomes due and payable, for
a period of 30 days; (iii) failure by the Company to comply with other
agreements in the Indenture or the Securities, subject to notice and lapse of
time; (iv) failure by the Company to make any payment by the end of any
applicable grace period after maturity on Indebtedness in an amount (taken
together with amounts under clause (v) below) in excess of $30,000,000 and
continuance of such failure for a period of 30 days after receipt by the Company
of a Notice of Default; (v) the acceleration of Indebtedness of the Company in
an amount (taken together with amounts under clause (iv) above) in excess of
$30,000,000, without, in the case of clause (vi) above or this clause (v), such
Indebtedness having been discharged or such acceleration having been cured,
waived, rescinded or annulled, for a period of 30 days after receipt by the
Company of a Notice of Default; provided, however, that if any such failure or
acceleration shall be cured, waived, rescinded or annulled, then the Event of
Default by reason thereof shall be deemed not to have occurred; (vi) final
unsatisfied judgments not covered by insurance aggregating in excess of
$30,000,000 rendered against the Company or any of their Affiliates and not
stayed, bonded or discharged within 60 days; and (vii) certain events of
bankruptcy or insolvency. If an Event of Default occurs and is continuing, the
Trustee, or the Holders of at least 25% in aggregate Principal Amount of the
Securities at the time outstanding, may declare all the Securities to be due and
payable immediately. Certain events of bankruptcy or insolvency are Events of
Default which will result in the Securities becoming due and payable immediately
upon the occurrence of such Events of Default.

     Holders may not enforce the Indenture or the Securities except as provided
in the Indenture. The Trustee may refuse to enforce the Indenture or the
Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in aggregate Principal Amount of the
Securities at the time outstanding may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Holders notice of any continuing
Default (except a Default in payment of amounts specified in clause (i) or (ii)
above) if it determines that withholding notice is in their interests.

17. Trustee Dealings with the Company.
     Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.

18. No Recourse Against Others.
     A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Holder waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

                                      A-14
<Page>

19. Authentication.
     This Security shall not be valid until an authorized signatory of the
Trustee manually signs the Trustee's Certificate of Authentication on the other
side of this Security.

20. Abbreviations.
     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 Gift to Minors Act).

21. GOVERNING LAW.
     THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
SECURITY, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

                                   ----------

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture.

           Affiliated Managers Group, Inc.
           600 Hale Street
           Prides Crossing, MA 01965
           Telephone No. (617) 747-3300
           Facsimile No. (617) 747-3380
           Attention:  Treasurer

                                      A-15
<Page>

                                 ASSIGNMENT FORM


To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

----------------------------------------------------------------------
                   (Insert assignee's soc. sec. or tax ID no.)

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

----------------------------------------------------------------------
                     (Print or type assignee's name, address
                                  and zip code)

and irrevocably appoint __________________________________________________ agent
to transfer this Security on the books of the Company. The agent may substitute
another to act for him.

Date:
      -------------------------

<Page>

                                CONVERSION NOTICE

To convert this Security into Common Stock of the Company, check the box:

To convert only part of this Security, state the Principal Amount to be
converted (which must be $1,000 or an integral multiple of $1,000): $
___________________________

If you want the stock certificate made out in another person's name, fill in the
form below:

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

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

(Insert other person's soc. sec. or tax ID no.)

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

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

(Print or type other person's name, address and zip code)

Your
Signature:
           --------------------------*

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


*    Your signature must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Trustee, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Trustee in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

<Page>

             OPTION OF HOLDER TO ELECT PURCHASE ON CHANGE IN CONTROL

If you want to elect to have this Security purchased, in whole or in part, by
the Company pursuant to Section 13.1 of the Indenture, check the following box:

If you want to have only part of this Security purchased by the Company, state
the principal amount you want to be purchased (must be $1,000 or a multiple of
$1,000):

$___________________________

If this notice is attached to a certificated Security, the Security certificate
numbers:

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

You agree by the presentation of this notice to provide any further information
as may be required under applicable procedures of The Depository Trust Company.

Your

Signature:
           --------------------------*

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


* Your signature must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Trustee, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Trustee in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

<Page>

<Table>
<Caption>
                                                                         ANNEX B

                           PROJECTED PAYMENT SCHEDULE*

Comparable Yield = 5.62%, compounded semi-annually

           YEARS 0-6                 YEARS 7-12               YEARS 13-18              YEARS 19-24            YEARS 25-30
----------------------------   ----------------------  -----------------------  ---------------------- ------------------------
                 PROJECTED                 PROJECTED               PROJECTED                PROJECTED               PROJECTED
                  PAYMENT                   PAYMENT                 PAYMENT                  PAYMENT                 PAYMENT
                 PER $1,000                PER $1,000              PER $1,000               PER $1,000              PER $1,000
                 PRINCIPAL                 PRINCIPAL               PRINCIPAL                PRINCIPAL               PRINCIPAL
                 AMOUNT OF                 AMOUNT OF               AMOUNT OF                AMOUNT OF               AMOUNT OF
      DATE       SECURITY        DATE      SECURITY      DATE      SECURITY        DATE     SECURITY     DATE       SECURITY
----------------------------   ----------------------  -----------------------  ---------------------- ------------------------
    <S>                 <C>    <C>               <C>   <C>                <C>    <C>              <C>   <C>           <C>
    5/25/03             6.88   5/25/09           6.88   5/25/15           6.88   5/25/21          7.81   5/25/27          8.24
    8/25/03             6.88   8/25/09           6.88   8/25/15           6.88   8/25/21          7.81   8/25/27          8.24
    11/25/03            6.88   11/25/09          6.88  11/25/15           6.88   11/25/21         7.85  11/25/27          8.29
    2/25/04             6.88   2/25/10           6.88   2/25/16           6.88   2/25/22          7.85   2/25/28          8.29
    5/25/04             6.88   5/25/10           6.88   5/25/16           6.88   5/25/22          7.88   5/25/28          8.33
    8/25/04             6.88   8/25/10           6.88   8/25/16           6.88   8/25/22          7.88   8/25/28          8.33
    11/25/04            6.88   11/25/10          6.88  11/25/16           6.88   11/25/22         7.91  11/25/28          8.37
    2/25/05             6.88   2/25/11           6.88   2/25/17           6.88   2/25/23          7.91   2/25/29          8.37
    5/25/05             6.88   5/25/11           6.88   5/25/17           6.88   5/25/23          7.94   5/25/29          8.42
    8/25/05             6.88   8/25/11           6.88   8/25/17           6.88   8/25/23          7.94   8/25/29          8.42
    11/25/05            6.88   11/25/11          6.88  11/25/17           6.88   11/25/23         7.98  11/25/29          8.46
    2/25/06             6.88   2/25/12           6.88   2/25/18           6.88   2/25/24          7.98   2/25/30          8.46
    5/25/06             6.88   5/25/12           6.88   5/25/18           7.64   5/25/24          8.01   5/25/30          8.51
    8/25/06             6.88   8/25/12           6.88   8/25/18           7.64   8/25/24          8.01   8/25/30          8.51
    11/25/06            6.88   11/25/12          6.88  11/25/18           7.67   11/25/24         8.05  11/25/30          8.56
    2/25/07             6.88   2/25/13           6.88   2/25/19           7.67   2/25/25          8.05   2/25/31          8.56
    5/25/07             6.88   5/25/13           6.88   5/25/19           7.70   5/25/25          8.09   5/25/31          8.61
    8/25/07             6.88   8/25/13           6.88   8/25/19           7.70   8/25/25          8.09   8/25/31          8.61
    11/25/07            6.88   11/25/13          6.88  11/25/19           7.72   11/25/25         8.12  11/25/31          8.66
    2/25/08             6.88   2/25/14           6.88   2/25/20           7.72   2/25/26          8.12   2/25/32          8.66
    5/25/08             6.88   5/25/14           6.88   5/25/20           7.75   5/25/26          8.16   5/25/32          8.71
    8/25/08             6.88   8/25/14           6.88   8/25/20           7.75   8/25/26          8.16   8/25/32          8.71
    11/25/08            6.88   11/25/14          6.88  11/25/20           7.78   11/25/26         8.20  11/25/32          8.76
    2/25/09             6.88   2/25/15           6.88   2/25/21           7.78   2/25/27          8.20   2/25/33      3,112.19
</Table>

------------
*    Projected payment schedule based on fixed rate equivalent
     yield-to-maturity of 2.75% per annum. Assumes 30 year maturity, 77.8%
     conversion premium, $45.70 stock price, puts in years 5, 10, 15, 20 and 25
     and 5 years of call protection. Assumes contingent interest of 0.25% per
     annum if the market price exceeds 120% of the principal amount after
     year 5.