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                                                              Exhibit 4.6

                                     FORM OF

                                PLEDGE AGREEMENT

                                     BETWEEN

                        AFFILIATED MANAGERS GROUP, INC.,

                           FIRST UNION NATIONAL BANK,

                      AS COLLATERAL AGENT, CUSTODIAL AGENT,

               PURCHASE CONTRACT AGENT AND SECURITIES INTERMEDIARY

                          DATED AS OF DECEMBER 21, 2001


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                                Table of Contents

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         <S>               <C>                                                                                   <C>
                                    ARTICLE I
                                   Definitions

         Section 1.1       Definitions............................................................................2

                                   ARTICLE II
                         Pledge; Control and Perfection.

         Section 2.1       The Pledge.............................................................................5
         Section 2.2       Control and Perfection.................................................................6

                                   ARTICLE III
                      Distributions on Pledged Collateral.

                                   ARTICLE IV
         Substitution, Release, Repledge and Settlement of Senior Notes.

         Section 4.1       Substitution for Senior Notes and the Creation of Growth Prides........................9
         Section 4.2       Substitution of Treasury Securities and the Creation of Income Prides..................9
         Section 4.3       Termination Event.....................................................................10
         Section 4.4       Cash Settlement.......................................................................10
         Section 4.5       Early Settlement......................................................................12
         Section 4.6       Application of Proceeds Settlement....................................................12

                                    ARTICLE V
                          Voting Rights --Senior Notes.

                                   ARTICLE VI
                               Rights and Remedies

         Section 6.1       Rights and Remedies of the Collateral Agent...........................................14
         Section 6.2       Tax Event Redemption..................................................................14
         Section 6.3       Initial Remarketing...................................................................14
         Section 6.4       Substitutions.........................................................................14

                                   ARTICLE VII

                   Representations and Warranties; Covenants.

         Section 7.1       Representations and Warranties........................................................15
         Section 7.2       Covenants.............................................................................16

                                  ARTICLE VIII

                              The Collateral Agent.

         Section 8.1       Appointment, Powers and Immunities....................................................17
         Section 8.2       Instructions of the Company...........................................................17
         Section 8.3       Reliance by Collateral Agent..........................................................18
         Section 8.4       Rights in Other Capacities............................................................18


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         Section 8.5       Non-Reliance on Collateral Agent......................................................18
         Section 8.6       Compensation and Indemnity............................................................19
         Section 8.7       Failure to Act........................................................................19
         Section 8.8       Resignation of Collateral Agent.......................................................20
         Section 8.9       Right to Appoint Agent or Advisor.....................................................20
         Section 8.10      Survival..............................................................................21
         Section 8.11      Exculpation...........................................................................21

                                   ARTICLE IX

                                   Amendment.

         Section 9.1       Amendment Without Consent of Holders..................................................21
         Section 9.2       Amendment with Consent of Holders.....................................................21
         Section 9.3       Execution of Amendments...............................................................22
         Section 9.4       Effect of Amendments..................................................................22
         Section 9.5       Reference to Amendments...............................................................22

                                    ARTICLE X

                                 Miscellaneous.

         Section 10.1      No Waiver.............................................................................23
         Section 10.2      GOVERNING LAW.........................................................................23
         Section 10.3      Notices...............................................................................23
         Section 10.4      Successors and Assigns................................................................23
         Section 10.5      Counterparts..........................................................................24
         Section 10.6      Severability..........................................................................24
         Section 10.7      Expenses, Etc.........................................................................24
         Section 10.8      Security Interest Absolute............................................................24
         Section 10.9      Consent to Jurisdiction; Miscellaneous................................................25
         Section 10.10     Waiver of Immunities..................................................................25
         Section 10.11     Judgement Currency....................................................................25

EXHIBIT A
Instruction to Collateral Agent.................................................................................A-1

EXHIBIT B
Instruction to Purchase Contract Agent..........................................................................B-1

EXHIBIT C
Instruction to Custodial Agent Regarding Remarketing............................................................C-1

EXHIBIT D
Instruction to Custodial Agent Regarding Withdrawal from
Remarketing.....................................................................................................D-1
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                              PLEDGE AGREEMENT

         PLEDGE AGREEMENT, dated as of December 21, 2001 (this "Agreement"),
among Affiliated Managers Group, Inc., a corporation organized and existing
under the laws of the State of Delaware (the "Company"), First Union National
Bank, a [national banking association], not individually but solely as
collateral agent (in such capacity, together with its successors in such
capacity, the "Collateral Agent"), as custodial agent (in such capacity,
together with its successors in such capacity, the "Custodial Agent"), as
"securities intermediary" as defined in Section 8-102(a)(14) of the Code (as
defined herein) (in such capacity, together with its successors in such
capacity, the "Securities Intermediary"), and as purchase contract agent and as
attorney-in-fact of the Holders (as defined in the Purchase Contract Agreement)
from time to time of the Securities (as hereinafter defined) (in such capacity,
together with its successors in such capacity, the "Purchase Contract Agent")
under the Purchase Contract Agreement (as herein after defined).

                                    RECITALS

         The Company and the Purchase Contract Agent are parties to the Purchase
Contract Agreement, dated as of the date hereof (as modified and supplemented
and in effect from time to time, the "Purchase Contract Agreement"), pursuant to
which there may be issued up to 8,000,000 FELINE PRIDES of the Company
(9,200,000 if the Underwriters' over-allotment option pursuant to the
Underwriting Agreement, dated December 17, 2001, among the Company and the
Underwriters (as defined therein) is exercised in full), having a stated amount
of $25 (the "Stated Amount") per FELINE PRIDES.

         The FELINE PRIDES will initially consist of 8,000,000 units (referred
to as "Income PRIDES") with a face amount, per Income PRIDES, equal to the
Stated Amount. Each Income PRIDES will be comprised of (a) a stock purchase
contract (the "Purchase Contract") under which the holder will purchase from the
Company on November 17, 2004 (the "Purchase Contract Settlement Date"), a number
of shares of common stock, $0.01 par value per share (the "Common Stock"), of
the Company equal to the Settlement Rate (as defined below), and (b) $25
principal amount of the Company's 6% Senior Notes due November 17, 2006 (each a
"Senior Note") issued pursuant to an indenture dated as of December 21, 2001
(the "Indenture") between the Company and First Union National Bank, as trustee
(the "Trustee").

         As provided herein, holders of Income PRIDES may substitute collateral
in order to create units of Growth PRIDES ("Growth PRIDES" and together, with
the Income PRIDES, the "Securities"). Each Growth PRIDES so created will be
comprised of (a) a Purchase Contract under which the holder will purchase from
the Company not later than the Purchase Contract Settlement Date, for an amount
in cash equal to the Stated Amount, a number of shares of Common Stock equal to
the Settlement Rate, and (b) a 1/40th undivided beneficial interest in a
zero-coupon U.S. Treasury Security (CUSIP No. 9128 275S7) having a principal
amount at maturity equal to the aggregate principal amount of Senior Notes for
which substitution is being made and maturing on November 15, 2004 (the
"Treasury Securities").
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         Pursuant to the terms of the Purchase Contract Agreement and the
Purchase Contracts, the Holders, from time to time, of the Securities have
irrevocably authorized the Purchase Contract Agent, as attorney-in-fact of such
Holders, among other things, to execute and deliver this Agreement on behalf of
such Holders and to grant the pledge provided hereby of the Senior Notes and any
Treasury Securities delivered in exchange therefor to secure each Holder's
obligations under the related Purchase Contract, as provided herein and subject
to the terms hereof. Upon such pledge, the Senior Notes and the Treasury
Securities will be beneficially owned by the Holders but will be owned of record
by the Purchase Contract Agent subject to the Pledge hereunder.

         Accordingly, the Company, the Collateral Agent, the Securities
Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own
behalf and as attorney-in-fact of the Holders from time to time of the
Securities, agree as follows:

                                   ARTICLE I
                                   Definitions

         SECTION 1.1 DEFINITIONS. For all purposes of this agreement, except as
otherwise expressly provided or unless the context otherwise requires:

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

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

                  (c) the following terms have the meanings assigned to them in
         the Purchase Contract Agreement: (i) Act, (ii) Agent, (iii) Board
         Resolution, (iv) Business Day, (v) Cash Settlement, (vi) Certificate,
         (vii) Early Settlement, (viii) Early Settlement Amount, (ix) Early
         Settlement Date, (x) Failed Initial Remarketing, (xi) Holder, (xii)
         Opinion of Counsel, (xiii) Outstanding Securities, (xiv) Remarketing
         Agent, (xv) Remarketing Agreement, (xvi) Settlement Rate and (xvii)
         Termination Event; and

         "Agreement" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more agreements
supplemental hereto entered into pursuant to the applicable provisions hereof.

         "Cash" means any coin or currency of the United States as at the time
shall be legal tender for payment of public and private debts.

         "Code" has the meaning specified in Section 6.1 hereof.

         "Collateral" has the meaning specified in Section 2.1 hereof.


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         "Collateral Account" means the securities account (number o) maintained
at [First Union National Bank] in the name "First Union National Bank, as
Purchase Contract Agent on behalf of the holders of certain securities of
Affiliated Managers Group, Inc., Collateral Account subject to the security
interest of First Union National Bank, as Collateral Agent, for the benefit of
Affiliated Managers Group, Inc., as pledgee" and any successor account.

         "Collateral Agent" has the meaning specified in the first paragraph of
this Agreement.

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor shall have become such, and
thereafter "Company" shall mean such successor.

         "Common Stock" has the meaning specified in the Recitals.

         "Custodial Agent" has the meaning specified in the Recitals.

         "Intermediary" means any entity that in the ordinary course of its
business maintains securities accounts for others and is acting in that
capacity.

         "Permitted Investments" means any one of the following which shall
mature not later than the next succeeding Business Day: (i) any evidence of
indebtedness with an original maturity of 365 days or less issued, or directly
and fully guaranteed or insured, by the United States of America or any agency
or instrumentality thereof (provided that the full faith and credit of the
United States of America is pledged in support thereof or such indebtedness
constitutes a general obligation of it); (ii) deposits, certificates of deposit
or acceptances with an original maturity of 365 days or less of any institution
which is a member of the Federal Reserve System having combined capital and
surplus and undivided profits of not less than US$200,000,000 at the time of
deposit; (iii) investments with an original maturity of 365 days or less of any
Person that are fully and unconditionally guaranteed by a bank of the type
referred to in clause (ii); (iv) investments in commercial paper, other than
commercial paper issued by the Company or its affiliates, of any corporation
incorporated under the laws of the United States or any State thereof, which
commercial paper has a rating at the time of purchase at least equal to "A-1" by
Standard & Poor's Ratings Services ("S&P") or at least equal to "P-1" by Moody's
Investors Service, Inc. ("Moody's"); and (v) investments in money market funds
registered under the Investment Company Act of 1940, as amended, and rated in
the highest applicable rating category by S&P or Moody's.

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

         "Pledge" has the meaning specified in Section 2.1 hereof.

         "Pledged Senior Notes" has the meaning specified in Section 2.1 hereof.

         "Pledged Treasury Securities" has the meaning specified in Section 2.1
hereof.


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         "Proceeds" means all interest, dividends, cash, instruments,
securities, financial assets (as defined in Sections 8-102(a)(9) of the Code)
and other property from time to time received, receivable or otherwise
distributed upon the sale, exchange, collection or disposition of the Collateral
or any proceeds thereof.

         "Purchase Contract" has the meaning specified in the Recitals.

         "Purchase Contract Agent" has the meaning specified in the first
paragraph of this Agreement.

         "Purchase Contract Agreement" has the meaning specified in the
Recitals.

         "Purchase Contract Settlement Date" has the meaning specified in the
Recitals.

         "Remarketing Underwriting Agreement" means the Remarketing Underwriting
Agreement attached as Exhibit A to the Remarketing Agreement.

         "Securities" has the meaning specified in the Recitals.

         "Securities Intermediary" has the meaning specified in the first
paragraph of this Agreement.

         "Security Entitlement" has the meaning set forth in Section
8-102(a)(17) of the Code.

         "Senior Notes" has the meaning specified in the Recitals.

         "Separate Senior Notes" means any Senior Notes that are not Pledged
Senior Notes.

         "Stated Amount" has the meaning specified in the Recitals.

         "Tax Event Redemption Date" means the date upon which a Tax Event
Redemption is to occur.

         "TRADES" means the Treasury/Reserve Automated Debt Entry System
maintained by the Federal Reserve Bank of New York pursuant to the TRADES
Regulations.

         "TRADES Regulations" means the regulations of the United States
Department of the Treasury, published at 31 C.F.R. Part 357, as amended from
time to time. Unless otherwise defined herein, all terms defined in the TRADES
Regulations are used herein as therein defined.

         "Transfer" means, with respect to the Collateral and in accordance with
the instructions of the Collateral Agent, the Purchase Contract Agent or the
Holder, as applicable:

                  (i) in the case of Collateral consisting of securities which
         cannot be delivered by book-entry or which the parties agree are to be
         delivered in physical form, delivery in appropriate physical form to
         the recipient accompanied by any duly executed instruments of transfer,
         assignments in blank, transfer tax stamps


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         and any other documents necessary to constitute a legally valid
         transfer to the recipient; and

                  (ii) in the case of Collateral consisting of securities
         maintained in book-entry form, by causing a "securities intermediary"
         (as defined in Section 8-102(a)(14) of the Code) to (i) credit a
         "security entitlement" (as defined in Section 8-102(a)(17) of the Code)
         with respect to such securities to a "securities account" (as defined
         in Section 8-501(a) of the Code) maintained by or on behalf of the
         recipient and (ii) to issue a confirmation to the recipient with
         respect to such credit. In the case of Collateral to be delivered to
         the Collateral Agent, the securities intermediary shall be the
         Securities Intermediary and the securities account shall be the
         Collateral Account.

         "Treasury Security" has the meaning specified in the Recitals.

         "Trust" has the meaning specified in the Recitals.

         "Value" with respect to any item of Collateral on any date means, as to
(i) a Senior Note, the Stated Amount, (ii) Cash, the face amount thereof and
(iii) Treasury Securities, the aggregate principal amount thereof at maturity.

                                   ARTICLE II
                         Pledge; Control and Perfection.

         SECTION 2.1 THE PLEDGE. The Holders from time to time acting through
the Purchase Contract Agent, as their attorney-in-fact, and the Purchase
Contract Agent, as such attorney-in-fact, hereby pledge and grant to the
Collateral Agent, for the benefit of the Company, as collateral security for the
performance when due by such Holders of their respective obligations under the
related Purchase Contracts, a security interest in all of the right, title and
interest of the Purchase Contract Agent and such Holders (a) in the Senior Notes
constituting a part of the Securities and any Treasury Securities delivered in
exchange for any Senior Notes (or, if applicable the Applicable Ownership
Interest in the Treasury Portfolio), and any Senior Notes (or, if applicable the
Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange
for any Treasury Securities, in accordance with Section 4.2 hereof, in each case
that have been Transferred to or received by the Collateral Agent and not
released by the Collateral Agent to such Holders under the provisions of this
Agreement; (b) in payments made by Holders pursuant to Section 4.4; (c) in the
Collateral Account and all securities, financial assets, Cash and other property
credited thereto and all Security Entitlements related thereto; (d) in the
Treasury Portfolio purchased on behalf of the Holders of Income PRIDES by the
Collateral Agent upon the occuoccurrencea Successful Initial Remarketing or a
Tax Event Redemption as provided in [Article VI] or otherwise; and (e) all
Proceeds of the foregoing (all of the foregoing, collectively, the
"Collateral"). Prior to or concurrently with the execution and delivery of this
Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the
Securities, shall cause the Senior Notes comprising a part of the Income PRIDES
to be Transferred to the Collateral Agent for the benefit of the Company. Such
Senior Notes shall be Transferred by physically delivering such Securities to
the Securities Intermediary indorsed in blank (or accompanied by a stock or bond


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power indorsed in blank) and causing the Securities Intermediary to credit the
Collateral Account with such Securities and sending the Collateral Agent a
confirmation of the deposit of such Securities. In the event a Holder of Income
PRIDES so elects, such Holder may Transfer Treasury Securities to the Collateral
Agent for the benefit of the Company in exchange for the release by the
Collateral Agent on behalf of the Company to the Purchase Contract Agent of
Senior Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, with an aggregate principal amount equal to the
aggregate principal amount of the Treasury Securities so Transferred, in the
case of the Senior Notes, or with with an appropriate Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio, equal to the aggregate principal amount of the Treasury
Securities so transferred, in the event that a Successful Initial Remarketing or
a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of
such Holder. In the event a Holder of Growth PRIDES so elects, such Holder may
Transfer Senior Notes or the appropriate Applicable Ownership Interestof the
Treasury Portfolio to the Collateral Agent for the benefit of the Company in
exchange for the release by the Collateral Agent on behalf of the Company to the
Purchase Contract Agent of Treasury Securities with an aggregate principal
amount at maturity equal to the aggregate principal amount of the Senior Notes
or the appropriate Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio, so transferred to the
Purchase Contract Agent on behalf of such Holder. Such Treasury Securities and
the appropriate Applicable Ownership Interest of the Treasury Portfolio, as
applicable, shall be Transferred to the Collateral Account maintained by the
Collateral Agent at the Securities Intermediary by book-entry transfer to the
Collateral Account in accordance with the TRADES Regulations and other
applicable law and by the notation by the Securities Intermediary on its books
that a Security Entitlement with respect to such Treasury Securities or
appropriate Applicable Ownership Interest of the Treasury Portfolio, has been
credited to the Collateral Account. For purposes of perfecting the Pledge under
applicable law, including, to the extent applicable, the TRADES Regulations or
the Uniform Commercial Code as adopted and in effect in any applicable
jurisdiction, the Collateral Agent shall be the agent of the Company as provided
herein. The pledge provided in this Section 2.1 is herein referred to as the
"Pledge" and the Senior Notes or Treasury Securities subject to the Pledge,
excluding any Senior Notes or Treasury Securities released from the Pledge as
provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred
to as "Pledged Senior Notes" or the "Pledged Treasury Securities," respectively.
Subject to the Pledge and the provisions of Section 2.2 hereof, the Holders from
time to time shall have full beneficial ownership of the Collateral. Whenever
directed by the Collateral Agent acting on behalf of the Company, the Securities
Intermediary shall have the right to reregister the Senior Notes or any other
Securities held in physical form in its name.

         Except as may be required in order to release Senior Notes in
connection with a Holder's election to convert its investment from an Income
PRIDES to a Growth PRIDES, or except as otherwise required to release Securities
as specified herein, neither the Collateral Agent nor the Securities
Intermediary shall relinquish


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physical possession of any certificate evidencing a Senior Note prior to the
termination of this Agreement [except Senior Notes may be held in any clearing
corporation in an account including only assets of customers of the Collateral
Agent or Securities Intermediary]. If it becomes necessary for the Securities
Intermediary to relinquish physical possession of a certificate in order to
release a portion of the Senior Notes evidenced thereby from the Pledge, the
Securities Intermediary shall use its best efforts to obtain physical possession
of a replacement certificate evidencing any Senior Notes remaining subject to
the Pledge hereunder registered to it or endorsed in blank within fifteen days
of the date it relinquished possession. The Securities Intermediary shall
promptly notify the Company and the Collateral Agent of the Securities
Intermediary's failure to obtain possession of any such replacement certificate
as required hereby.

         SECTION 2.2 CONTROL AND PERFECTION. (a) In connection with the Pledge
granted in Section 2.1, and subject to the other provisions of this Agreement,
the Holders from time to time acting through the Purchase Contract Agent, as
their attorney-in-fact, hereby authorize and direct the Securities Intermediary
(without the necessity of obtaining the further consent of the Purchase Contract
Agent or any of the Holders), and the Securities Intermediary agrees, to comply
with and follow any instructions and entitlement orders (as defined in Section
8-102(a)(8) of the Code) that the Collateral Agent on behalf of the Company may
give in writing with respect to the Collateral Account, the Collateral credited
thereto and any Security Entitlements with respect to any thereof. Such
instructions and entitlement orders may, without limitation, direct the
Securities Intermediary to transfer, redeem, sell, liquidate, assign, deliver or
otherwise dispose of the Senior Notes, the Treasury Securities, the Treasury
Portfolio and any Security Entitlements with respect thereto and to pay and
deliver any income, proceeds or other funds derived therefrom to the Company.
The Holders from time to time acting through the Purchase Contract Agent hereby
further authorize and direct the Collateral Agent, as Agent of the Company, to
itself issue instructions and entitlement orders, and to otherwise take action,
with respect to the Collateral Account, the Collateral credited thereto and any
Security Entitlements with respect thereto, pursuant to the terms and provisions
hereof, all without the necessity of obtaining the further consent of the
Purchase Contract Agent or any of the Holders. The Collateral Agent shall be the
agent of the Company and shall act as directed in writing by the Company.
Without limiting the generality of the foregoing, the Collateral Agent shall
issue entitlement orders to the Securities Intermediary when and as directed by
the Company.

         (b) The Securities Intermediary hereby confirms and agrees that: (i) it
is a Person that in the ordinary course of business maintains securities
accounts for others and is acting in that capacity, (ii) all securities or other
property underlying any financial assets credited to the Collateral Account
shall be registered in the name of the Securities Intermediary, indorsed to the
Securities Intermediary or in blank or credited to another Collateral Account
maintained in the name of the Securities Intermediary and in no case will any
financial asset credited to the Collateral Account be registered in the name of
the Purchase Contract Agent, the Collateral Agent, the Company or any Holder,
payable to the order of, or specially indorsed to, the Purchase Contract Agent,
the Collateral Agent, the Company or any Holder except to the extent the
foregoing have been specially indorsed to the Securities Intermediary or in
blank; (iii) all property delivered to the Securities Intermediary pursuant to
this Pledge Agreement (including, without limitation, any Senior Notes, the
Treasury Portfolio or Treasury Securities) will be promptly credited to the
Collateral Account; (iv) the Collateral Account is an account to which financial
assets are or may be credited, and the Securities Intermediary shall, subject to
the terms of this Agreement, treat the Purchase Contract Agent as entitled to
exercise the rights of any


                                       7
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financial asset credited to the Collateral Account; (v) the Securities
Intermediary has not entered into, and until the termination of this Agreement
will not enter into, any agreement with any other person relating to the
Collateral Account and/or any financial assets credited thereto pursuant to
which it has agreed to comply with entitlement orders (as defined in Section
8-102(a)(8) of the Code) of such other person; and (vi) the Securities
Intermediary has not entered into, and until the termination of this Agreement
will not enter into, any agreement with the Company, the Collateral Agent or the
Purchase Contract Agent purporting to limit or condition the obligation of the
Securities Intermediary to comply with entitlement orders as set forth in this
Section 2.2 hereof.

         (c) The Securities Intermediary hereby agrees that each item of
property (whether investment property, financial asset, security, instrument or
cash) credited to the Collateral Account shall be treated as a "financial asset"
within the meaning of Section 8-102(a)(9) of the Code.

         (d) In the event of any conflict between this Agreement (or any portion
thereof) and any other agreement now existing or hereafter entered into, the
terms of this Agreement shall prevail.

         (e) The Purchase Contract Agent hereby irrevocably constitutes and
appoints the Collateral Agent and the Company, with full power of substitution,
as the Purchase Contract Agent's attorney-in-fact to take on behalf of, and in
the name, place and stead of the Purchase Contract Agent and the Holders, any
action necessary or desirable to perfect and to keep perfected the security
interest in the Collateral referred to in Section 2.1. The grant of such
power-of-attorney shall not be deemed to require of the Collateral Agent any
specific duties or obligations not otherwise assumed by the Collateral Agent
hereunder.

                                  ARTICLE III
                      Distributions on Pledged Collateral.

         So long as the Purchase Contract Agent is the registered owner of the
Pledged Senior Notes and is acting in such capacity, it shall receive all
payments thereon. If the Pledged Senior Notes are reregistered, such that the
Collateral Agent becomes the registered holder, all payments of the Stated
Amount, or interest payments on, the Pledged Senior Notes or, if applicable, the
appropriate Applicable Ownership Interest, as the case may be, and all payments
of the principal of, or cash distributions on, any Pledged Treasury Securities
received by the Collateral Agent that are properly payable hereunder shall be
paid by the Collateral Agent by wire transfer in same day funds:

                  (i) In the case of (A) interest payments with respect to the
         Pledged Senior Notes or the appropriate Applicable Ownership Interest
         of the Treasury Portfolio, as the case may be, and (B) any payments of
         the Stated Amount or, if applicable, the appropriate Applicable
         Ownership Interest of the Treasury Portfolio with respect to any Senior
         Notes or the appropriate Applicable Ownership Interest of the Treasury
         Portfolio, as the case may be, that have been released from the Pledge
         pursuant to Section 4.3 hereof, to the Purchase Contract Agent, for the


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         benefit of the relevant Holders of Securities, to the account
         designated by the Purchase Contract Agent for such purpose, no later
         than 2:00 p.m., New York City time, on the Business Day such payment is
         received by the Collateral Agent (provided that in the event such
         payment is received by the Collateral Agent on a day that is not a
         Business Day or after 12:30 p.m., New York City time, on a Business
         Day, then such payment shall be made no later than 10:30 a.m., New York
         City time, on the next succeeding Business Day);

                  (ii) In the case of any principal payments with respect to any
         Treasury Securities that have been released from the Pledge pursuant to
         Section 4.3 hereof, to the Holders of the Growth PRIDES to the accounts
         designated by them in writing for such purpose no later than 2:00 p.m.,
         New York City time, on the Business Day such payment is received by the
         Collateral Agent (provided that in the event such payment is received
         by the Collateral Agent on a day that is not a Business Day or after
         12:30 p.m., New York City time, on a Business Day, then such payment
         shall be made no later than 10:30 a.m., New York City time, on the next
         succeeding Business Day); and

                  (iii) In the case of payments of the Stated Amount of any of
         the Pledged Senior Notes or the appropriate Applicable Ownership
         Interest of the Treasury Portfolio, as the case may be, or the
         principal of any Pledged Treasury Securities, to the Company on the
         Purchase Contract Settlement Date in accordance with the procedure set
         forth in Section 4.6(a) or 4.6(b) hereof, in full satisfaction of the
         respective obligations of the Holders under the related Purchase
         Contracts.

         All payments received by the Purchase Contract Agent as provided herein
shall be applied by the Purchase Contract Agent pursuant to the provisions of
the Purchase Contract Agreement. If, notwithstanding the foregoing, the Purchase
Contract Agent shall receive any payments of the Stated Amount on account of any
Senior Note or if applicable, the appropriate Applicable Ownership Interest on
account of any Pledged Senior Notes or the appropriate Applicable Ownership
Interest of the Treasury Portfolio, as applicable, that, at the time of such
payment, is a Pledged Senior Note or a Holder of a Growth PRIDES shall receive
any payments of principal on account of any Treasury Securities that, at the
time of such payment, are Pledged Treasury Securities, the Purchase Contract
Agent or such Holder shall hold the same as trustee of an express trust for the
benefit of the Company (and promptly deliver the same over to the Company) for
application to the obligations of the Holders under the related Purchase
Contracts, and the Holders shall acquire no right, title or interest in any such
payments of Stated Amount or principal so received.

                                   ARTICLE IV
         Substitution, Release, Repledge and Settlement of Senior Notes.

         SECTION 4.1 SUBSTITUTION FOR SENIOR NOTES AND THE CREATION OF GROWTH
PRIDES. At any time on or prior to the fifth Business Day immediately preceding
the Purchase Contract Settlement Date (or on or prior to the second Business Day
immediately preceding the Purchase Contract Settlement Date, if a Tax Event
Redemption or a Successful Initial Remarketing has occurred), a Holder of Income
PRIDES shall have the right to substitute Treasury Securities for the Senior
Notes (or, if a Tax Event Redemption or a Successful Initial Remarketing has


                                       9
<Page>

occurred, the appropriate Applicable Ownership Interest in the Treasury
Portfolio) securing such Holder's obligations under the Purchase Contract(s)
comprising a part of its Income PRIDES in integral multiples of 40 Income PRIDES
by (a) Transferring to the Collateral Agent Treasury Securities having a Value
equal to the aggregate Stated Amount of the Pledged Senior Notes (or appropriate
Applicable Ownership Interest in the Treasury Portfolio, as the case may be), to
be released and (b) delivering the related Income PRIDES to the Purchase
Contract Agent, accompanied by a notice, substantially in the form of Exhibit B
hereto, to the Purchase Contract Agent stating that such Holder has Transferred
Treasury Securities to the Collateral Agent pursuant to clause (a) above
(stating the Value of the Treasury Securities Transferred by such Holder) and
requesting that the Purchase Contract Agent instruct the Collateral Agent to
release from the Pledge the Pledged Senior Notes or the appropriate Applicable
Ownership Interest of the Treasury Portfolio, as the case may be, related to
such Income PRIDES. The Purchase Contract Agent shall instruct the Collateral
Agent in the form provided in Exhibit A; [provided, however, that if a Tax Event
Redemption or a Successful Initial Remarketing has occurred and the Treasury
Portfolio has become a component of the Income PRIDES, Holders of Income PRIDES
may make such substitution only in integral multiples of o Income PRIDES at any
time on or prior to the second Business Day immediately preceding the Purchase
Contract Settlement Date.] Upon receipt of Treasury Securities from a Holder of
Income PRIDES and the related instruction from the Purchase Contract Agent, the
Collateral Agent shall release the Pledged Senior Notes or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be, and
shall promptly Transfer such Pledged Senior Notes or the appropriate Applicable
Ownership Interest in the Treasury Portfolio, as the case may be, free and clear
of any lien, pledge or security interest created hereby, to the Purchase
Contract Agent. All items Transferred and/or substituted by any Holder pursuant
to this Section 4.1, Section 4.2 or any other Section of this Agreement shall be
Transferred and/or substituted free and clear of all liens, claims and
encumbrances.

         SECTION 4.2 SUBSTITUTION OF TREASURY SECURITIES AND THE CREATION OF
INCOME PRIDES. At any time on or prior to the fifth Business Day immediately
preceding the Purchase Contract Settlement Date (or on or prior to the second
Business Day immediately preceding the Purchase Contract Settlement Date, if a
Tax Event Redemption or a Successful Initial Remarketing has occurred), a Holder
of Growth PRIDES shall have the right to reestablish Income PRIDES consisting of
the Purchase Contracts and Senior Notes in integral multiples of 40 Income
PRIDES by (a) Transferring to the Collateral Agent Senior Notes having a Value
equal to the Value of the Pledged Treasury Securities to be released (or the
appropriate Applicable Ownership Interest of the Treasury Portfolio with the
Applicable Ownership Interest having a Value equal to the Value of the Pledged
Treasury Securities to be released) and (b) delivering the related Growth PRIDES
to the Purchase Contract Agent, accompanied by a notice, substantially in the
form of Exhibit B hereto, to the Purchase Contract Agent stating that such
Holder has transferred Senior Notes (or the appropriate Applicable Ownership
Interest of the Treasury Portfolio, as the case may be) to the Collateral Agent
pursuant to clause (a) above and requesting that the Purchase Contract Agent
instruct the Collateral Agent to release from the Pledge the Pledged Treasury
Securities related to such Growth PRIDES. The Purchase Contract Agent shall


                                       10
<Page>

instruct the Collateral Agent in the form provided in Exhibit A;[provided,
however, that if a Tax Event Redemption or a Successful Initial Remarketing has
occurred and the Treasury Portfolio has become a component of the Income PRIDES,
Holders of Growth PRIDES may make such substitution only in integral multiples
of o Growth PRIDES at any time on or prior to the second Business Day
immediately preceding the Purchase Contract Settlement Date.]. Upon receipt of
the Senior Notes or the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as theh case may be, from such Holder and the instruction
from the Purchase Contract Agent, the Collateral Agent shall release the
Treasury Securities and shall promptly Transfer such Treasury Securities, free
and clear of any lien, pledge or security interest created hereby, to the
Purchase Contract Agent.

         SECTION 4.3 TERMINATION EVENT. Upon receipt by the Collateral Agent of
written notice from the Company or the Purchase Contract Agent that there has
occurred a Termination Event, the Collateral Agent shall release all Collateral
from the Pledge and shall promptly Transfer any Pledged Senior Notes (or
Applicable Ownership Interest of the Treasury Portfolio if a Tax Event
Redemption or a Successful Initial Remarketing has occurred) and Pledged
Treasury Securities to the Purchase Contract Agent for the benefit of the
Holders of the Income PRIDES and the Growth PRIDES, respectively, free and clear
of any lien, pledge or security interest or other interest created hereby.

         If such Termination Event shall result from the Company's becoming a
debtor under any applicable uniform bankruptcy laws, and if the Collateral Agent
shall for any reason fail promptly to effectuate the release and Transfer of all
Pledged Senior Notes, the Treasury Portfolio or of the Pledged Treasury
Securities, as the case may be, as provided by this Section 4.3, the Purchase
Contract Agent shall (i) use its best efforts to obtain an opinion of a
recognized law firm practicing law in the applicable jurisdiction to the effect
that, as a result of the Company's being the debtor in such a bankruptcy case,
the Collateral Agent will not be prohibited from releasing or Transferring the
Collateral as provided in this Section 4.3, and shall deliver such opinion to
the Collateral Agent within ten days after the occurrence of such Termination
Event, and if (y) the Purchase Contract Agent shall be unable to obtain such
opinion within ten days after the occurrence of such Termination Event or (z)
the Collateral Agent shall continue, after delivery of such opinion, to refuse
to effectuate the release and Transfer of all Pledged Senior Notes, the Treasury
Portolio or the Pledged Treasury Securities, as the case may be, as provided in
this Section 4.3, then the Purchase Contract Agent shall within fifteen days
after the occurrence of such Termination Event commence an action or proceeding
in the court with jurisdiction of the Company's case under the any such
applicable bankruptcy laws seeking an order requiring the Collateral Agent to
effectuate the release and transfer of all Pledged Senior Notes, the Treasury
Portfolio or of the Pledged Treasury Securities, as the case may be, as provided
by this Section 4.3 or (ii) commence an action or proceeding like that described
in subsection (i)(z) hereof within ten days after the occurrence of such
Termination Event.

         SECTION 4.4 CASH SETTLEMENT. (a) Upon receipt by the Collateral Agent
of (i) a notice from the Purchase Contract Agent promptly after the receipt by
the Purchase Contract Agent of such notice that a Holder of an Income PRIDES or
Growth PRIDES has elected, in accordance with the procedures specified in
Section 5.3(a)(i) or (d)(i) of the Purchase Contract Agreement,


                                       11
<Page>

respectively, to settle its Purchase Contract with Cash and (ii) payment of the
amount required to settle such contract by such Holder on or prior to 11:00
a.m., New York City time, on the Business Day immediately preceding the Purchase
Contract Settlement Date in lawful money of the United States by certified or
cashiers' check or wire transfer in immediately available funds payable to or
upon the order of the Company, then the Collateral Agent shall promptly invest
any Cash received from a Holder in connection with a Cash Settlement in
Permitted Investments. Upon receipt of the proceeds upon the maturity of the
Permitted Investments on the Purchase Contract Settlement Date, the Collateral
Agent shall pay the portion of such proceeds and deliver any certified or
cashiers' checks received and any funds so wired, in an aggregate amount equal
to the Purchase Price, to the Company on the Purchase Contract Settlement Date,
and shall distribute any funds in respect of the interest earned from the
Permitted Investments to the Purchase Contract Agent for payment to the relevant
Holder.

         (b) If a Holder of an Income PRIDES (unless a Tax Event Redemption or a
Successful Initial Remarketing has occurred) fails to notify the Purchase
Contract Agent of its intention to make a Cash Settlement in accordance with
Section 5.3(a)(i) of the Purchase Contract Agreement, such failure shall
constitute an event of default under the Purchase Contract Agreement and
hereunder, and the Holder shall be deemed to have consented to the disposition
of the Pledged Senior Notes pursuant to the remarketing as described in Section
5.3(b) of the Purchase Contract Agreement, which is incorporated herein by
reference. If a Holder of an Income PRIDES does notify the Purchase Contract
Agent as provided in Section 5.3(a)(i) of the Purchase Contract Agreement of its
intention to pay the Purchase Price in cash, but fails to make such payment as
required by Section 5.3(a)(ii) of the Purchase Contract Agreement, such failure
will constitute an event of default under the Purchase Contract Agreement and
hereunder, and the Senior Notes of such a Holder will not be remarketed but
instead the Collateral Agent, for the benefit of the Company, will exercise its
rights as a secured party with respect to such Senior Notes at the written
direction of the Company to retain or dispose of the Collateral in accordance
with applicable law. In addition, in the event of a Failed Secondary Remarketing
as described in Section 5.3(b) of the Purchase Contract Agreement, such Failed
Secondary Remarketing shall constitute an event of default hereunder by such
Holder and the Collateral Agent, for the benefit of the Company, will also
exercise its rights as a secured party with respect to such Senior Notes at the
written direction of the Company to retain or dispose of the Collateral in
accordance with applicable law.

         (c) If a Holder of a Growth PRIDES fails to notify the Purchase
Contract Agent of such Holder's intention to make a Cash Settlement in
accordance with Section 5.3(d)(i) of the Purchase Contract Agreement, or if a
Holder of a Growth PRIDES does notify the Purchase Contract Agent as provided in
paragraph 5.3(d)(i) of the Purchase Contract Agreement of its intention to pay
the Purchase Price in cash, but fails to make such payment as required by
paragraph 5.3(d)(ii) of the Purchase Contract Agreement, such failure shall
constitute an event of default hereunder by such Holder and upon the maturity of
any Pledged Treasury Securities, if any, held by the Collateral Agent on the
Business Day immediately preceding the Purchase Contract Settlement Date, the
principal amount at maturity of the Pledged Treasury Securities or the
Applicable Ownership Interest of the Treasury Portfolio, received by the
Collateral Agent shall, upon written direction of the Company, be invested
promptly in any Permitted


                                       12
<Page>

Investments. On the Purchase Contract Settlement Date, an amount equal to the
Purchase Price will be remitted to the Company as payment thereof. In the event
the sum of the proceeds from the related Pledged Treasury Securities and the
investment earnings earned from such investments is in excess of the aggregate
Purchase Price of the Purchase Contracts being settled thereby, the Collateral
Agent will distribute such excess to the Purchase Contract Agent for the benefit
of the Holder of the related Growth PRIDES or Income PRIDES when received.

         SECTION 4.5 EARLY SETTLEMENT. Upon written notice to the Collateral
Agent by the Purchase Contract Agent that one or more Holders of Securities have
elected to effect Early Settlement of their respective obligations under the
Purchase Contracts forming a part of such Securities in accordance with the
terms of the Purchase Contracts and the Purchase Contract Agreement (setting
forth the number of such Purchase Contracts as to which such Holders have
elected to effect Early Settlement), and that the Purchase Contract Agent has
received from such Holders, and paid to the Company as confirmed in writing by
the Company, the related Early Settlement Amounts pursuant to the terms of the
Purchase Contracts and the Purchase Contract Agreement and that all conditions
to such Early Settlement have been satisfied, then the Collateral Agent shall
release from the Pledge, (a) Pledged Senior Notes or the appropriate Applicable
Ownership Interest of the Treasury Portfolio in the case of a Holder of Income
PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth
PRIDES, as the case may be, with a principal amount at maturity equal to the
product of (i) the Stated Amount times (ii) the number of such Purchase
Contracts as to which such Holders have elected to effect Early Settlement and
shall Transfer all such Pledged Senior Notes, the appropriate Applicable
Ownership Interest of the Treasury Portfolio or Pledged Treasury Securities, as
the case may be, free and clear of the Pledge created hereby, to the Purchase
Contract Agent for the benefit of the Holders.

         SECTION 4.6 APPLICATION OF PROCEEDS SETTLEMENT. (a) In the event a
Holder of Income PRIDES (unless a Tax Event Redemption or a Successful Initial
Remarketing has occurred) has not elected to make an effective Cash Settlement
by notifying the Purchase Contract Agent in the manner provided for in paragraph
5.5(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement
of the Purchase Contract(s) underlying its Income PRIDES, such Holder shall be
deemed to have elected to pay for the Common Stock to be issued under such
Purchase Contract(s) from the Proceeds of the related Pledged Senior Notes. The
Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth
Business Day immediately preceding the Purchase Contract Settlement Date,
without any instruction from such Holder of Income PRIDES, present the related
Pledged Senior Notes to the Remarketing Agent for remarketing. Upon receiving
such Pledged Senior Notes, the Remarketing Agent, pursuant to the terms of the
Remarketing Agreement and the Remarketing Underwriting Agreement, will use its
reasonable efforts to remarket such Pledged Senior Notes on such date at a price
not less than approximately 100.5% of the aggregate Value of such Pledged Senior
Notes, plus accrued and unpaid interest, if any, thereon. After deducting as the
remarketing fee an amount not exceeding 25 basis points (0.25%) of the aggregate
Value of the Pledged Senior Notes from any amount of such Proceeds in excess of
the aggregate Value, plus such accrued and unpaid interest of the remarketed
Pledged Senior Notes, the Remarketing Agent will remit the entire amount of the
Proceeds of such remarketing to the Collateral Agent. On the Purchase Contract
Settlement Date, the


                                       13
<Page>

Collateral Agent shall apply that portion of the Proceeds from such remarketing
equal to the aggregate Value, plus such accrued and unpaid interest of such
Pledged Senior Notes, to satisfy in full the obligations of such Holders of
Income PRIDES to pay the Purchase Price to purchase the Common Stock under the
related Purchase Contracts. The remaining portion of such Proceeds, if any,
shall be distributed by the Collateral Agent to the Purchase Contract Agent for
payment to the Holders. If the Remarketing Agent advises the Collateral Agent in
writing that it cannot remarket the related Pledged Senior Notes of such Holders
of Income PRIDES at a price not less than 100% of the aggregate Value of such
Pledged Senior Notes plus any accrued and unpaid interest, thus resulting in a
Failed Secondary Remarketing and an event of default under the Purchase Contract
Agreement and hereunder, the Collateral Agent, for the benefit of the Company
will, at the written direction of the Company, retain or dispose of the Pledged
Senior Notes in accordance with applicable law and satisfy in full, from any
such disposition or retention, such Holder's obligation to pay the Purchase
Price for the Common Stock.

         (b) In the event a Holder of Growth PRIDES (if a Tax Event Redemption
or a Successful Initial Remarketing has occurred) has not made an Early
Settlement of the Purchase Contract(s) underlying its Growth PRIDES, such Holder
shall be deemed to have elected to pay for the Common Stock to be issued under
such Purchase Contract(s) from the Proceeds of the related Pledged Treasury
Securities or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be. On the Business Day immediately prior to the
Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash
proceeds of the maturing Pledged Treasury Securities, or the maturing
appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case
may be, in any overnight Permitted Investments. Without receiving any
instruction from any such Holder of Growth PRIDES, the Collateral Agent shall
apply the Proceeds of the related Pledged Treasury Securities or appropriate
Applicable Ownership Interest of the Treasury Portfolio to the settlement of
such Purchase Contracts on the Purchase Contract Settlement Date.

         In the event the sum of the Proceeds from the related Pledged Treasury
Securities or appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, and the investment earnings from the investment
in overnight Permitted Investments is in excess of the aggregate Purchase Price
of the Purchase Contracts being settled thereby, the Collateral Agent shall
distribute such excess, when received, to the Purchase Contract Agent for the
benefit of the Holder.

         (c) Pursuant to the Remarketing Agreement and subject to the terms of
the Remarketing Underwriting Agreement, on or prior to the fifth Business Day
immediately preceding the Initial Remarketing Date or the Secondary Remarketing
Date, as applicable, but no earlier than the Payment Date immediately preceding
such Date, holders of Separate Senior Notes may elect to have their Separate
Senior Notes remarketed by delivering their Separate Senior Notes, together with
a notice of such election, substantially in the form of Exhibit C hereto, to the
Custodial Agent. The Custodial Agent will hold such Separate Senior Notes in an
account separate from the Collateral Account. A holder of Separate Senior Notes
electing to have its Separate Senior Notes remarketed will also have the right
to withdraw such election by written notice to the Custodial Agent,
substantially in the form of Exhibit D hereto, on or prior to


                                       14
<Page>

the second Business Day immediately preceding the Initial Remarketing Date or
the Secondary Remarketing Date, as applicable, upon which notice the Custodial
Agent will return such Separate Senior Notes to such holder. On the Business Day
immediately preceding the Initial Remarketing Date or the Secondary Remarketing
Date, as applicable, the Custodial Agent shall notify the Remarketing Agent of
the aggregate principal amount of the separate Notes to be remarketed and will
deliver to the Remarketing Agent for remarketing all Separate Senior Notes
delivered to the Custodial Agent pursuant to this Section 4.6(c) and not
withdrawn pursuant to the terms hereof prior to such date. The portion of the
proceeds from such remarketing equal to the aggregate Value of such Separate
Senior Notes will automatically be remitted by the Remarketing Agent to the
Custodial Agent for the benefit of the holders of such Separate Senior Notes. In
addition, after deducting as the remarketing fee an amount not exceeding 25
basis points (0.25%) of the Value of the remarketed Separate Senior Notes, from
any amount of such proceeds in excess of the aggregate Value of the remarketed
Separate Senior Notes plus any accrued and unpaid interest thereon, the
Remarketing Agent will remit to the Custodial Agent the remaining portion of the
proceeds, if any, for the benefit of such holders. If, despite using its
reasonable efforts, the Remarketing Agent advises the Custodial Agent in writing
that it cannot remarket the related Separate Senior Notes of such holders at a
price not less than 100% of the aggregate Value of such Separate Senior Notes
plus accrued and unpaid interest and thus resulting in a Failed Initial
Remarketing or a Failed Secondary Remarketing, the Remarketing Agent will
promptly return such Senior Notes to the Custodial Agent for redelivery to such
holders.

                                   ARTICLE V
                          Voting Rights--Senior Notes.

         Provided no default hereunder or under the Purchase Contract exists,
the Purchase Contract Agent may exercise, or refrain from exercising, any and
all voting and other consensual rights pertaining to the Pledged Senior Notes or
any part thereof for any purpose not inconsistent with the terms of this
Agreement and in accordance with the terms of the Purchase Contract Agreement;
provided, that the Purchase Contract Agent shall not exercise or, as the case
may be, shall not refrain from exercising such right if, in the judgment of the
Company, such action would impair or otherwise have a material adverse effect on
the value of all or any of the Pledged Senior Notes; and provided, further, that
the Purchase Contract Agent shall give the Company and the Collateral Agent at
least five days' prior written notice of the manner in which it intends to
exercise, or its reasons for refraining from exercising, any such right. Upon
receipt of any notices and other communications in respect of any Pledged Senior
Notes, including notice of any meeting at which holders of Senior Notes are
entitled to vote or solicitation of consents, waivers or proxies of holders of
Senior Notes, the Collateral Agent shall use reasonable efforts to send promptly
to the Purchase Contract Agent such notice or communication, and as soon as
reasonably practicable after receipt of a written request therefor from the
Purchase Contract Agent, execute and deliver to the Purchase Contract Agent such
proxies and other instruments in respect of such Pledged Senior Notes (in form
and substance satisfactory to the Collateral Agent) as are prepared by the
Purchase Contract Agent with respect to the Pledged Senior Notes.


                                       15
<Page>

                                   ARTICLE VI
                               Rights and Remedies

         SECTION 6.1 RIGHTS AND REMEDIES OF THE COLLATERAL AGENT. (a) In
addition to the rights and remedies specified in Section 4.4 hereof or otherwise
available at law or in equity, after an event of default hereunder, the
Collateral Agent shall have all of the rights and remedies with respect to the
Collateral of a secured party under the Uniform Commercial Code (or any
successor thereto) as in effect in the State of New York from time to time (the
"Code") (whether or not the Code is in effect in the jurisdiction where the
rights and remedies are asserted) and the TRADES Regulations and such additional
rights and remedies to which a secured party is entitled under the laws in
effect in any jurisdiction where any rights and remedies hereunder may be
asserted. Wherever reference is made in this Agreement to any section of the
Code, such reference shall be deemed to include a reference to any provision of
the Code which is a successor to, or amendment of, such section. Without
limiting the generality of the foregoing, such remedies may include, to the
extent permitted by applicable law, (i) retention of the Pledged Senior Notes or
other Collateral in full satisfaction of the Holders' obligations under the
Purchase Contracts or (ii) sale of the Pledged Senior Notes or other Collateral
in one or more public or private sales. Each Holder through the Purchase
Contract Agent agrees and acknowledges that the Collateral is of a type
customarily sold in a recognized market and that, accordingly, no notice of
intended disposition of the Collateral need be given by the Collateral Agent.

         (b) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, in the event the Collateral Agent is unable
to make payments to the Company, the appropriate Applicable Ownership Interest
of the Treasury Portfolio or on account of principal payments of any Pledged
Treasury Securities as provided in Article III hereof in satisfaction of the
obligations of the Holder of Growth PRIDES of which such Pledged Treasury
Securities or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as applicable, is a part under the related Purchase Contracts, the
inability to make such payments shall constitute an event of default hereunder
and the Collateral Agent shall have and may exercise, with reference to such
Pledged Treasury Securities or such appropriate Applicable Ownership Interest of
the Treasury Portfolio, as applicable, and such obligations of such Holder, any
and all of the rights and remedies available to a secured party under the Code
and the TRADES Regulations after default by a debtor, and as otherwise granted
herein or under any other law.

         (c) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably
authorized to receive and collect all payments of (i) the Stated Amount of or,
cash dividends on, the Pledged Senior Notes, (ii) the principal amount at
maturity of the Pledged Treasury Securities or (iii) the applicable Applicable
Ownership Interest of the Treasury Portfolio, subject, in each case, to the
provisions of Section 3, and as otherwise granted herein.

         (d) The Purchase Contract Agent, individually and as attorney-in-fact
for each Holder of Securities, in the event such Holder becomes the Holder of a
Growth PRIDES, agrees that, from time to time, upon the written request of the
Company, Collateral Agent, the Purchase


                                       16
<Page>

Contract Agent or such Holder shall execute and deliver such further documents
and do such other acts and things as the Collateral Agent may reasonably request
in order to maintain the Pledge, and the perfection and priority thereof, and to
confirm the rights of the Collateral Agent hereunder. The Purchase Contract
Agent shall have no liability to any Holder for executing any documents or
taking any such acts requested by the Collateral Agent hereunder, except for
liability for its own negligent act, its own negligent failure to act, its bad
faith or its own willful misconduct.

         Section 6.2. TAX EVENT REDEMPTION. Upon the occurrence of a Tax Event
Redemption prior to the Purchase Contract Settlement Date, the aggregate
Redemption Price payable on the Tax Event Redemption Date with respect to the
Pledged Senior Notes shall be delivered to the Collateral Agent by the Trustee
on or prior to 12:00 p.m., New York City time, by check or wire transfer in
immediately available funds at such place and at such account as may be
designated by the Collateral Agent in exchange for the Pledged Senior Notes. In
the event the Collateral Agent receives such Redemption Price, the Collateral
Agent will, at the written direction of the Company, apply an amount, uot of
such Redemption Price, equal to the aggregate Redemption Amount with respect to
the Pledged Senior Notes to purchase from the Quotation Agent the Treasury
Portfolio and promptly remit the remaining portion of such Redemption Price to
the Purchase Contract Agent for payment to the Holders of Income PRIDES.
Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account
to secure the obligation of all Holders of Income PRIDES to purchase Common
Stock of the Company under the Purchase Contracts constituting a part of such
Income PRIDES, in substitution for the Pledged Senior Notes. Thereafter the
Collateral Agent shall have such security interests, rights and obligations with
respect to the Treasury Portfolio as it had in respect of the Pledged Senior
Notes as provided in Articles II, III, IV, V and VI, and any reference herein to
the Senior Notes shall be deemed to be reference to such Treasury Portfolio, an
any reference herein to interest on the Notes shall be deemed to be a reference
to distributions on such Treasury Portfolio.

         Section 6.3 INITIAL REMARKETING. The Collateral Agent shall, by 10:00
a.m., New York City time, on the fourth Business Day immediately preceding
August 17, 2004, without any instruction from any Holder of Income PRIDES,
present the related Pledged Senior Notes to the Remarketing Agent for
remarketing. Upon receiving such Pledged Senior Notes, the Remarketing Agent,
pursuant to the terms of the Remarketing Agreement, will use its reasonable
efforts to remarket such Pledged Notes on such date at a price of approximately
100.5% (but not less than 100%) of the Treasury Portfolio Purchase Price. After
deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%)
of the Treasury Portfolio Purchase Price from any amount of such Proceeds in
excess of the Treasury Portfolio Purchase Price, the Remarketing Agent will
remit the entire amount of the Proceeds of such remarketing to the Collateral
Agent on or prior to 12:00 p.m., New York City time, by check or wire transfer
in immediately available funds at such place and at such account as may be
designated by the Collateral Agnet in exchange for the Pledged Senior Notes. In
the event the Collateral Agent receives such Proceeds, the Collateral Agent
will, at the written direction of the Company, apply an amount equal to the
Treasury Portfolio Purchase Price to purchase from the Quotation Agent the
Treasury Portfolio and promptly remit the remaining portion of such Proceeds to
the Purchase Contract Agent for payment to the Holders of Income PRIDES. The
Collateral Agent


                                       17
<Page>

shall Transfer the Treasury Portfolio to the Collateral Account to secure the
obligation of all Holders of Income PRIDES to purchase Common Stock of the
Company under the Purchase Contracts constituting a part of such Income PRIDES,
in substitution for the Pledged Senior Notes. Thereafter the Collateral Agent
shall have such security interests, rights and obligations with respect to the
Treasury Portfolio as it had in respect of the Pledged Senior Notes as provided
in Articles II, III, IV, V and VI, and any reference herein to the Senior Notes
shall be deemed to be reference to such Treasury Portfolio, and any reference
herein to interest on the Senior Notes shall be deemed to be a reference to
distributions on such Treasury Portfolio.

         SECTION 6.2 SUBSTITUTIONS. Whenever a Holder has the right to
substitute Treasury Securities or Senior Notes, as the case may be, for
Collateral held by the Collateral Agent, such substitution shall not constitute
a novation of the security interest created hereby.

                                  ARTICLE VII
                   Representations and Warranties; Covenants.

         SECTION 7.1 REPRESENTATIONS AND WARRANTIES. The Holders from time to
time, acting through the Purchase Contract Agent as their attorney-in-fact (it
being understood that the Purchase Contract Agent shall not be liable for any
representation or warranty made by or on behalf of a Holder), hereby represent
and warrant to the Collateral Agent, which representations and warranties shall
be deemed repeated on each day a Holder Transfers Collateral that:

                  (a) such Holder has the power to grant a security interest in
         and lien on the Collateral;

                  (b) such Holder is the sole beneficial owner of the Collateral
         and, in the case of Collateral delivered in physical form, is the sole
         holder of such Collateral and is the sole beneficial owner of, or has
         the right to Transfer, the Collateral it Transfers to the Collateral
         Agent, free and clear of any security interest, lien, encumbrance,
         call, liability to pay money or other restriction other than the
         security interest and lien granted under Section 2.1 hereof;

                  (c) upon the Transfer of the Collateral to the Collateral
         Account, the Collateral Agent, for the benefit of the Company, will
         have a valid and perfected first priority security interest therein
         (assuming that any central clearing operation or any Intermediary or
         other entity not within the control of the Holder involved in the
         Transfer of the Collateral, including the Collateral Agent, gives the
         notices and takes the action required of it hereunder and under
         applicable law for perfection of that interest and assuming the
         establishment and exercise of control pursuant to Section 2.2 hereof);
         and

                  (d) the execution and performance by the Holder of its
         obligations under this Agreement will not result in the creation of any
         security interest, lien or other encumbrance on the Collateral other
         than the security interest and lien granted under Section 2.1 hereof or
         violate any provision of any existing law or regulation applicable to
         it or of any mortgage, charge, pledge, indenture, contract or
         undertaking to which it is a party or which is binding on it or any of
         its assets.


                                       18
<Page>

         SECTION 7.2 COVENANTS. The Holders from time to time, acting through
the Purchase Contract Agent as their attorney-in-fact (it being understood that
the Purchase Contract Agent shall not be liable for any covenant made by or on
behalf of a Holder), hereby covenant to the Collateral Agent that for so long as
the Collateral remains subject to the Pledge:

                  (a) neither the Purchase Contract Agent nor such Holders will
         create or purport to create or allow to subsist any mortgage, charge,
         lien, pledge or any other security interest whatsoever over the
         Collateral or any part of it other than pursuant to this Agreement;

                  (b) neither the Purchase Contract Agent nor such Holders will
         sell or otherwise dispose (or attempt to dispose) of the Collateral or
         any part of it except for the beneficial interest therein, subject to
         the pledge hereunder, transferred in connection with the Transfer of
         the Securities; and

                  (c) if any Collateral is delivered to any Holder or to the
         Purchase Contract Agent, such Holder or the Purchase Contract Agent
         will deliver the sum to the Collateral Agent, properly indorsed when
         required, and in the form received.

                                  ARTICLE VIII
                              The Collateral Agent.

         SECTION 8.1 APPOINTMENT, POWERS AND IMMUNITIES. The Collateral Agent
shall act as Agent for the Company hereunder with such powers as are
specifically vested in the Collateral Agent by the terms of this Agreement,
together with such other powers as are reasonably incidental thereto. Each of
the Collateral Agent, the Custodial Agent and the Securities Intermediary: (a)
shall have no duties or responsibilities except those expressly set forth in
this Agreement and no implied covenants or obligations shall be inferred from
this Agreement against any of them, nor shall any of them be bound by the
provisions of any agreement by any party hereto beyond the specific terms
hereof; (b) shall not be responsible for any recitals contained in this
Agreement, or in any certificate or other document referred to or provided for
in, or received by it under, this Agreement, the Income PRIDES, Growth PRIDES or
the Purchase Contract Agreement, or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement (other than as
against the Collateral Agent), the Securities or the Purchase Contract Agreement
or any other document referred to or provided for herein or therein or for any
failure by the Company or any other Person (except the Collateral Agent, the
Custodial Agent or the Securities Intermediary, as the case may be) to perform
any of its obligations hereunder or thereunder or for the perfection, priority
or, except as expressly required hereby, maintenance of any security interest
created hereunder; (c) shall not be required to initiate or conduct any
litigation or collection proceedings hereunder (except in the case of the
Collateral Agent, pursuant to directions furnished under Section 8.2 hereof,
subject to Section 8.6 hereof); (d) shall not be responsible for any action
taken or omitted to be taken by it hereunder or under any other document or
instrument referred to or provided for herein or in connection herewith or
therewith, except for its own negligence, bad faith or willful misconduct; and
(e) shall not be required to advise any party as to selling or retaining, or
taking or refraining from taking any action with respect to, the Securities or
other property deposited hereunder.


                                       19
<Page>

Subject to the foregoing, during the term of this Agreement, the Collateral
Agent shall take all reasonable action in connection with the safekeeping and
preservation of the Collateral hereunder.

         No provision of this Agreement shall require the Collateral Agent, the
Custodial Agent or the Securities Intermediary to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its
duties hereunder. In no event shall the Collateral Agent, the Custodial Agent or
the Securities Intermediary be liable for any amount in excess of the Value of
the Collateral. Notwithstanding the foregoing, the Collateral Agent, the
Custodial Agent, the Purchase Contract Agent and Securities Intermediary, each
in its individual capacity, hereby waive any right of setoff, bankers lien,
liens or perfection rights as securities intermediary or any counterclaim with
respect to any of the Collateral.

         SECTION 8.2 INSTRUCTIONS OF THE COMPANY. The Company shall have the
right, by one or more instruments in writing executed and delivered to the
Collateral Agent, the Custodial Agent or the Securities Intermediary, as the
case may be, to direct the time, method and place of conducting any proceeding
for the realization of any right or remedy available to the Collateral Agent, or
of exercising any power conferred on the Collateral Agent, the Custodial Agent
or the Securities Intermediary, as the case may be, or to direct the taking or
refraining from taking of any action authorized by this Agreement; provided,
however, that (i) such direction shall not conflict with the provisions of any
law or of this Agreement and (ii) the Collateral Agent, the Custodial Agent and
the Securities Intermediary shall be adequately indemnified as provided herein.
Nothing in this Section 8.2 shall impair the right of the Collateral Agent in
its discretion to take any action or omit to take any action which it deems
proper and which is not inconsistent with such direction.

         SECTION 8.3 RELIANCE BY COLLATERAL AGENT. Each of the Securities
Intermediary, the Custodial Agent and the Collateral Agent shall be entitled
conclusively to rely upon any certification, order, judgment, opinion, notice or
other communication (including, without limitation, any thereof by telephone or
facsimile) believed by it in good faith to be genuine and correct and to have
been signed or sent by or on behalf of the proper Person or Persons (without
being required to determine the correctness of any fact stated therein), and
upon advice and statements of legal counsel and other experts selected by the
Collateral Agent, the Custodial Agent or the Securities Intermediary, as the
case may be. As to any matters not expressly provided for by this Agreement, the
Collateral Agent, the Custodial Agent and the Securities Intermediary shall in
all cases be fully protected in acting, or in refraining from acting, hereunder
in accordance with instructions given by the Company in accordance with this
Agreement.

         SECTION 8.4 RIGHTS IN OTHER CAPACITIES. The Collateral Agent, the
Custodial Agent and the Securities Intermediary and their affiliates may
(without having to account therefor to the Company) accept deposits from, lend
money to, make their investments in and generally engage in any kind of banking,
trust or other business with the Purchase Contract Agent, any Holder of Income
PRIDES or Growth PRIDES and any holder of Separate Senior Notes (and any of
their respective subsidiaries or affiliates) as if it were not acting as the
Collateral Agent, the Custodial Agent or the Securities Intermediary, as the
case may be, and the Collateral Agent, the Custodial


                                       20
<Page>

Agent and the Securities Intermediary and their affiliates may accept fees and
other consideration from the Purchase Contract Agent, any Holder of Income
PRIDES or Growth PRIDES or any holder of Separate Senior Notes without having to
account for the same to the Company; provided that each of the Securities
Intermediary, the Custodial Agent and the Collateral Agent covenants and agrees
with the Company that it shall not accept, receive or permit there to be created
in favor of itself and shall take no affirmative action to permit there to be
created in favor of any other Person, any security interest, lien or other
encumbrance of any kind in or upon the Collateral and the Collateral shall not
be commingled with any other assets of any such Person.

         SECTION 8.5 NON-RELIANCE ON COLLATERAL AGENT. None of the Securities
Intermediary, the Custodial Agent or the Collateral Agent shall be required to
keep itself informed as to the performance or observance by the Purchase
Contract Agent or any Holder of Securities of this Agreement, the Purchase
Contract Agreement, the Income PRIDES or Growth PRIDES or any other document
referred to or provided for herein or therein or to inspect the properties or
books of the Purchase Contract Agent or any Holder of Income PRIDES or Growth
PRIDES. The Collateral Agent, the Custodial Agent and the Securities
Intermediary shall not have any duty or responsibility to provide the Company or
the Remarketing Agent with any credit or other information concerning the
affairs, financial condition or business of the Purchase Contract Agent, any
Holder of Income PRIDES or Growth PRIDES or any holder of Separate Senior Notes
(or any of their respective subsidiaries or affiliates) that may come into the
possession of the Collateral Agent, the Custodial Agent or the Securities
Intermediary or any of their respective affiliates.

         SECTION 8.6 COMPENSATION AND INDEMNITY. The Company agrees: (i) to pay
each of the Collateral Agent and the Custodial Agent from time to time such
compensation as shall be agreed in writing between the Company and the
Collateral Agent or the Custodial Agent, as the case may be, for all services
rendered by each of them hereunder and (ii) to indemnify the Collateral Agent,
the Custodial Agent and the Securities Intermediary for, and to hold each of
them harmless from and against, any loss, liability or reasonable out-of-pocket
expense incurred without negligence, willful misconduct or bad faith on its
part, arising out of or in connection with the acceptance or administration of
its powers and duties under this Agreement, including the reasonable
out-of-pocket costs and expenses (including reasonable fees and expenses of
counsel) of defending itself against any claim or liability in connection with
the exercise or performance of such powers and duties. The Collateral Agent, the
Custodial Agent and the Securities Intermediary shall each promptly notify the
Company of any third party claim which may give rise to the indemnity hereunder
and give the Company the opportunity to participate in the defense of such claim
with counsel reasonably satisfactory to the indemnified party, and no such claim
shall be settled without the written consent of the Company, which consent shall
not be unreasonably withheld.

         SECTION 8.7 FAILURE TO ACT. In the event of any ambiguity in the
provisions of this Agreement or any dispute between or conflicting claims by or
among the parties hereto or any other Person with respect to any funds or
property deposited hereunder, the Collateral Agent and the Custodial Agent shall
be entitled, after prompt notice to the Company and the Purchase


                                       21
<Page>

Contract Agent, at its sole option, to refuse to comply with any and all claims,
demands or instructions with respect to such property or funds so long as such
dispute or conflict shall continue, and neither the Collateral Agent nor the
Custodial Agent shall be or become liable in any way to any of the parties
hereto for its failure or refusal to comply with such conflicting claims,
demands or instructions. The Collateral Agent and the Custodial Agent shall be
entitled to refuse to act until either (i) such conflicting or adverse claims or
demands shall have been finally determined by a court of competent jurisdiction
or settled by agreement between the conflicting parties as evidenced in a
writing, satisfactory to the Collateral Agent or the Custodial Agent, as the
case may be, or (ii) the Collateral Agent or the Custodial Agent, as the case
may be, shall have received security or an indemnity reasonably satisfactory to
the Collateral Agent or the Custodial Agent, as the case may be, sufficient to
save the Collateral Agent or the Custodial Agent, as the case may be, harmless
from and against any and all loss, liability or reasonable out-of-pocket expense
which the Collateral Agent or the Custodial Agent, as the case may be, may incur
by reason of its acting without bad faith, willful misconduct or gross
negligence. The Collateral Agent or the Custodial Agent may in addition elect to
commence an interpleader action or seek other judicial relief or orders as the
Collateral Agent or the Custodial Agent, as the case may be, may deem necessary.
Notwithstanding anything contained herein to the contrary, neither the
Collateral Agent nor the Custodial Agent shall be required to take any action
that is in its opinion contrary to law or to the terms of this Agreement, or
which would in its opinion subject it or any of its officers, employees or
directors to liability.

         SECTION 8.8 RESIGNATION OF COLLATERAL AGENT. Subject to the appointment
and acceptance of a successor Collateral Agent or Custodial Agent as provided
below, (a) the Collateral Agent and the Custodial Agent may resign at any time
by giving not less than 20 days prior notice thereof to the Company and the
Purchase Contract Agent as attorney-in-fact for the Holders of Income PRIDES or
Growth PRIDES, (b) the Collateral Agent and the Custodial Agent may be removed
at any time by the Company and (c) if the Collateral Agent or the Custodial
Agent fails to perform any of its material obligations hereunder in any material
respect for a period of not less than 20 days after receiving written notice of
such failure by the Purchase Contract Agent and such failure shall be
continuing, the Collateral Agent or the Custodial Agent may be removed by the
Purchase Contract Agent. The Purchase Contract Agent shall promptly notify the
Company of any removal of the Collateral Agent pursuant to clause (c) of the
immediately preceding sentence. Upon any such resignation or removal, the
Company shall have the right to appoint a successor Collateral Agent or
Custodial Agent, as the case may be. If no successor Collateral Agent or
Custodial Agent, as the case may be, shall have been so appointed and shall have
accepted such appointment within 30 days after the retiring Collateral Agent's
or Custodial Agent's giving of notice of resignation or such removal, then the
retiring Collateral Agent or Custodial Agent, as the case may be, may, at the
expense of the Company, petition any court of competent jurisdiction for the
appointment of a successor Collateral Agent or Custodial Agent, as the case may
be. Each of the Collateral Agent and the Custodial Agent shall be a bank which
has an office in New York, New York with a combined capital and surplus of at
least [$200,000,000]. Upon the acceptance of any appointment as Collateral Agent
or Custodial Agent, as the case may be, hereunder by a successor Collateral
Agent or Custodial Agent, as the case may be, such successor shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Collateral Agent or Custodial Agent, as


                                       22
<Page>

the case may be, and the retiring Collateral Agent or Custodial Agent, as the
case may be, shall take all appropriate action to transfer any money and
property held by it hereunder (including the Collateral) to such successor. The
retiring Collateral Agent or Custodial Agent shall, upon such succession, be
discharged from its duties and obligations as Collateral Agent or Custodial
Agent hereunder. After any retiring Collateral Agent's or Custodial Agent's
resignation hereunder as Collateral Agent or Custodial Agent, the provisions of
this Section 8.8 shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as the Collateral
Agent or Custodial Agent. Any resignation or removal of the Collateral Agent
hereunder shall be deemed for all purposes of this Agreement as the simultaneous
resignation or removal of the Custodial Agent and the Securities Intermediary.

         SECTION 8.9 RIGHT TO APPOINT AGENT OR ADVISOR. The Collateral Agent
shall have the right to appoint agents or advisors in connection with any of its
duties hereunder, and the Collateral Agent shall not be liable for any action
taken or omitted by, or in reliance upon the advice of, such agents or advisors
selected in good faith. The appointment of agents pursuant to this Section 8.9
shall be subject to prior consent of the Company, which consent shall not be
unreasonably withheld.

         SECTION 8.10 SURVIVAL. The provisions of this Article 8 shall survive
termination of this Agreement and the resignation or removal of the Collateral
Agent or the Custodial Agent.

         SECTION 8.11 EXCULPATION. Anything in this Agreement to the contrary
notwithstanding, in no event shall any of the Collateral Agent, the Custodial
Agent or the Securities Intermediary or their officers, employees or agents be
liable under this Agreement to any third party for indirect, special, punitive,
or consequential loss or damage of any kind whatsoever, including lost profits,
whether or not the likelihood of such loss or damage was known to the Collateral
Agent, the Custodial Agent or the Securities Intermediary, or any of them,
incurred without any act or deed that is found to be attributable to gross
negligence, bad faith or willful misconduct on the part of the Collateral Agent,
the Custodial Agent or the Securities Intermediary.

                                   ARTICLE IX
                                   Amendment.

         SECTION 9.1 AMENDMENT WITHOUT CONSENT OF HOLDERS. Without the consent
of any Holders or the holders of any Separate Senior Notes, the Company, the
Collateral Agent, the Custodial Agent, the Securities Intermediary and the
Purchase Contract Agent, at any time and from time to time, may amend this
Agreement, in form satisfactory to the Company, the Collateral Agent, the
Custodial Agent, the Securities Intermediary and the Purchase Contract Agent,
for any of the following purposes:

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

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


                                       23
<Page>

         so long as such covenants or such surrender do not adversely affect the
         validity, perfection or priority of the security interests granted or
         created hereunder; or

                  (3) to evidence and provide for the acceptance of appointment
         hereunder by a successor Collateral Agent, Securities Intermediary or
         Purchase Contract Agent; or

                  (4) to cure any ambiguity, to correct or supplement any
         provisions herein which may be inconsistent with any other such
         provisions herein, or to make any other provisions with respect to such
         matters or questions arising under this Agreement, provided such action
         shall not adversely affect the interests of the Holders.

         SECTION 9.2 AMENDMENT WITH CONSENT OF HOLDERS. With the consent of the
Holders of not less than a majority of the Purchase Contracts at the time
outstanding, by Act of said Holders delivered to the Company, the Purchase
Contract Agent or the Collateral Agent, as the case may be, the Company, when
duly authorized, the Company, the Purchase Contract Agent, the Collateral Agent,
the Custodial Agent and the Securities Intermediary may amend this Agreement for
the purpose of modifying in any manner the provisions of this Agreement or the
rights of the Holders in respect of the Income PRIDES and Growth PRIDES;
provided, however, that no such supplemental agreement shall, without the
consent of the Holder of each Outstanding Income PRIDES and Growth PRIDES
adversely affected thereby,

                  (1) change the amount or type of Collateral underlying an
         Income PRIDES or Growth PRIDES (except for the rights of holders of
         Income PRIDES to substitute the Treasury Securities for the Pledged
         Senior Notes, or the rights of Holders of Growth PRIDES to substitute
         Senior Notes for the Pledged Treasury Securities), impair the right of
         the Holder of any Income PRIDES or Growth PRIDES to receive
         distributions on the underlying Collateral or otherwise adversely
         affect the Holder's rights in or to such Collateral; or

                  (2) otherwise effect any action that would require the consent
         of the Holder of each Outstanding Income PRIDES or Growth PRIDES
         affected thereby pursuant to the Purchase Contract Agreement if such
         action were effected by an agreement supplemental thereto; or

                  (3) reduce the percentage of Purchase Contracts the consent of
         whose Holders is required for any such amendment.

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

         SECTION 9.3 EXECUTION OF AMENDMENTS. In executing any amendment
permitted by this Section, the Collateral Agent, the Custodial Agent, the
Securities Intermediary and the Purchase Contract Agent shall be entitled to
receive and (subject to Section 6.1 hereof, with


                                       24
<Page>

respect to the Collateral Agent, and Section 7.1 of the Purchase Contract
Agreement, with respect to the Purchase Contract Agent) shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such
amendment is authorized or permitted by this Agreement and that all conditions
precedent, if any, to the execution and delivery of such amendment have been
satisfied.

         SECTION 9.4 EFFECT OF AMENDMENTS. Upon the execution of any amendment
under this Article 9, this Agreement shall be modified in accordance therewith,
and such amendment shall form a part of this Agreement for all purposes; and
every Holder of Certificates theretofore or thereafter authenticated, executed
on behalf of the Holders and delivered under the Purchase Contract Agreement
shall be bound thereby.

         SECTION 9.5 REFERENCE TO AMENDMENTS. Security Certificates
authenticated, executed on behalf of the Holders and delivered after the
execution of any amendment pursuant to this Section may, and shall if required
by the Collateral Agent or the Purchase Contract Agent, bear a notation in form
approved by the Purchase Contract Agent and the Collateral Agent as to any
matter provided for in such amendment. If the Company shall so determine, new
Security Certificates so modified as to conform, in the opinion of the
Collateral Agent, the Purchase Contract Agent and the Company, to any such
amendment may be prepared and executed by the Company and authenticated,
executed on behalf of the Holders and delivered by the Purchase Contract Agent
in accordance with the Purchase Contract Agreement in exchange for Outstanding
Security Certificates.

                                   ARTICLE X
                                 Miscellaneous.

         SECTION 10.1 NO WAIVER. No failure on the part of any party hereto or
any of its agents to exercise, and no course of dealing with respect to, and no
delay in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise by any party hereto or
any of its agents of any right, power or remedy hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
The remedies herein are cumulative and are not exclusive of any remedies
provided by law.

         SECTION 10.2 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Without limiting
the foregoing, the above choice of law is expressly agreed to by the Securities
Intermediary, the Collateral Agent and the Holders from time to time acting
through the Purchase Contract Agent, as their attorney-in-fact, in connection
with the establishment and maintenance of the Collateral Account.

         SECTION 10.3 NOTICES. All notices, requests, consents and other
communications provided for herein (including, without limitation, any
modifications of, or waivers or consents under, this Agreement) shall be given
or made in writing (including, without limitation, by telecopy) delivered to the
intended recipient at the "Address for Notices" specified below its name on the
signature pages hereof or, as to any party, at such other address as shall be
designated by such party in a notice to the other parties. Except as otherwise
provided in this


                                       25
<Page>

Agreement, all such communications shall be deemed to have been duly given when
transmitted by telecopier or personally delivered or, in the case of a mailed
notice, upon receipt, in each case given or addressed as aforesaid.

         SECTION 10.4 SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the
Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary
and the Purchase Contract Agent, and the Holders from time to time of the Income
PRIDES and Growth PRIDES, by their acceptance of the same, shall be deemed to
have agreed to be bound by the provisions hereof and to have ratified the
agreements of, and the grant of the Pledge hereunder by, the Purchase Contract
Agent.

         SECTION 10.5 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart.

         SECTION 10.6 SEVERABILITY. If any provision hereof is invalid and
unenforceable in any jurisdiction, then, to the fullest extent permitted by law,
(i) the other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in order to carry out the
intentions of the parties hereto as nearly as may be possible and (ii) the
invalidity or unenforceability of any provision hereof in any jurisdiction shall
not affect the validity or enforceability of such provision in any other
jurisdiction.

         SECTION 10.7 EXPENSES, ETC. The Company agrees to reimburse the
Collateral Agent and the Custodial Agent for: (a) all reasonable out-of-pocket
costs and expenses of the Collateral Agent and the Custodial Agent (including,
without limitation, the reasonable fees and expenses of counsel to the
Collateral Agent and the Custodial Agent), in connection with (i) the
negotiation, preparation, execution and delivery or performance of this
Agreement and (ii) any modification, supplement or waiver of any of the terms of
this Agreement; (b) all reasonable costs and expenses of the Collateral Agent
(including, without limitation, reasonable fees and expenses of counsel) in
connection with (i) any enforcement or proceedings resulting or incurred in
connection with causing any Holder of Securities to satisfy its obligations
under the Purchase Contracts forming a part of the Securities and (ii) the
enforcement of this Section 10.7; and (c) all transfer, stamp, documentary or
other similar taxes, assessments or charges levied by any governmental or
revenue authority in respect of this Agreement or any other document referred to
herein and all costs, expenses, taxes, assessments and other charges incurred in
connection with any filing, registration, recording or perfection of any
security interest contemplated hereby.

         SECTION 10.8 SECURITY INTEREST ABSOLUTE. All rights of the Collateral
Agent and security interests hereunder, and all obligations of the Holders from
time to time hereunder, shall be absolute and unconditional irrespective of:

                  (a) any lack of validity or enforceability of any provision of
         the Purchase Contracts or the Securities or any other agreement or
         instrument relating thereto;

                  (b) any change in the time, manner or place of payment of, or
         any other term of, or any increase in the amount of, all or any of the
         obligations of Holders of Securities


                                       26
<Page>

         under the related Purchase Contracts, or any other amendment or waiver
         of any term of, or any consent to any departure from any requirement
         of, the Purchase Contract Agreement or any Purchase Contract or any
         other agreement or instrument relating thereto; or

                  (c) any other circumstance which might otherwise constitute a
         defense available to, or discharge of, a borrower, a guarantor or a
         pledgor.

         SECTION 10.9 CONSENT TO JURISDICTION; MISCELLANEOUS. Each of the
parties hereto hereby expressly and irrevocably submits to the non-exclusive
jurisdiction of any competent court in the place of its domicile and any United
States Federal or New York State court sitting in the Borough of Manhattan in
The City of New York in any action, suit or proceeding arising out of or
relating to this Underwriting Agreement or the transactions contemplated hereby
to the extent that such court has subject matter jurisdiction over the
controversy, and expressly and irrevocably waives, to the extent permitted under
applicable law, any immunity from the jurisdiction thereof and any claim or
defense in such action, suit or proceeding based on a claim of improper venue,
FORUM NON CONVENIENS or any similar basis to which it might otherwise be
entitled in any such action, suit or proceeding. The Company irrevocably
appoints o, [Address] as its authorized agent in the Borough of Manhattan in The
City of New York upon which process may be served in any such action, suit or
proceeding, and agrees that service of process upon such agent, and written
notice of said service to the Company by the person serving the same to the
address provided in Section 10.9, shall be deemed in every respect effective
service of process upon the Company, in any such action, suit or proceeding. The
Company further agrees to take any and all action as may be necessary to
maintain such designation and appointment of such agent in full force and effect
for a period of seven years from the date of this Agreement.

         SECTION 10.10 WAIVER OF IMMUNITIES. To the extent that the Company or
any of its properties, assets or revenues may have or may hereafter become
entitled to, or have attributed to them, any right of immunity, on the grounds
of sovereignty, from any legal action, suit or proceeding, from set-off or
counterclaim, from the jurisdiction of any court, from service of process, from
attachment upon or prior to judgment, or from attachment in aid of execution of
judgment, or from execution of judgment, other legal process or proceeding for
the giving of any relief or for the enforcement of any judgment, in any
jurisdiction in which proceedings may at any time be commenced, with respect to
their obligations, liabilities or any other matter under or arising out of or in
connection with this Agreement or any additional agreement, the Company hereby
irrevocably and unconditionally, to the extent permitted by applicable law,
waives and agrees not to plead or claim any such immunity and consents to such
relief and enforcement.

         SECTION 10.11 JUDGEMENT CURRENCY. The Company agrees to indemnify each
of the Purchase Contract Agent and the Collateral Agent against any loss
incurred by such party as a result of any judgment or order being given or made
for any amount due hereunder and such judgment or order being expressed and paid
in a currency (the "Judgment Currency") other than United States dollars and as
a result of any variation as between (i) the rate of exchange at which the
United States dollar amount is converted into the Judgment Currency for the
purpose of such


                                       27
<Page>

judgment or order, and (ii) the rate of exchange at which such party is able to
purchase United States dollars with the amount of the Judgment Currency actually
received by such party. The foregoing indemnity shall constitute a separate and
independent obligation of the Company and shall continue in full force and
effect notwithstanding any such judgment or order as aforesaid. The term "rate
of exchange" shall include any premiums and costs of exchange payable in
connection with the purchase of, or conversion into, the relevant currency.


                                       28
<Page>

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

                                  AFFILIATED MANAGERS GROUP, INC.


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


                                  Address for Notices:

                                  Affiliated Managers Group, Inc.
                                  [Address]
                                  Attention: o
                                  Telecopy: o


                                  First Union National Bank, as Purchase
                                  Contract Agent, Collateral Agent, Custodial
                                  Agent, Securities Intermediary and as
                                  attorney-in-fact of the Holders from time to
                                  time of the Income PRIDES and Growth PRIDES


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

                                  Address for Notices:

                                  o
                                  [Address]
                                  Attention:  o
                                  Telecopy:  o


                                       29
<Page>

                                       A-2
                                                                       EXHIBIT A

          INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT

o
[Address]
Attention:  o

                  Re:      FELINE PRIDES of Affiliated Managers Group, Inc. (the
                           "Company")

         We hereby notify you in accordance with Section [4.1] [4.2] of the
Pledge Agreement, dated as of December 21, 2001 (the "Pledge Agreement") among
the Company, yourselves, as Collateral Agent, Custodial Agent and Securities
Intermediary and ourselves, as Purchase Contract Agent and as attorney-in-fact
for the holders of [Income PRIDES] [Growth PRIDES] from time to time, that the
holder of the Securities listed below (the "Holder") has elected to substitute
[$_____ aggregate principal amount at maturity of Treasury Securities]
[$_______Stated Amount of Senior Notes in exchange for an equal Value of
[Pledged Senior Notes] [Pledged Treasury Securities] held by you in accordance
with the Pledge Agreement and has delivered to us a notice stating that the
Holder has Transferred [Treasury Securities] [Senior Notes] to you, as
Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury
Securities] [Pledged Preferred Securities], to release the [Senior Notes]
[Treasury Securities] related to such [Income PRIDES] [Growth PRIDES] to us in
accordance with the Holder's instructions. Capitalized terms used herein but not
defined shall have the meaning set forth in the Pledge Agreement.

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

                                         By:
                                              ----------------------------------
                                                Name:
                                                Title:
                                                Signature Guarantee:


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


                                      A-1
<Page>

Please print name and address of Registered Holder electing to substitute
[Treasury Securities] [Senior Notes] for the [Pledged Senior Notes] [Pledged
Treasury Securities]:

------------------------------------        ------------------------------------
              Name                          Social Security or other Taxpayer
                                            Identification Number, if any

------------------------------------
            Address

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

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


                                      A-2
<Page>

                                                                       EXHIBIT B

                     INSTRUCTION TO PURCHASE CONTRACT AGENT

o
[Address]
Attention:  o

                  Re:      FELINE PRIDES of Affiliated Managers Group, Inc. (the
                           "Company")

         The undersigned Holder hereby notifies you that it has delivered to o,
as Collateral Agent, [$_______ aggregate principal amount at maturity of
Treasury Securities] [$ aggregate Stated Amount of Senior Notes in exchange for
an equal Value of [Pledged Senior Notes] [Pledged Treasury Securities] held by
the Collateral Agent, in accordance with Section 4.1 of the Pledge Agreement,
dated December 21, 2001 (the "Pledge Agreement"), between you, as Purchase
Contract Agent and Collateral Agent, and the Company. The undersigned Holder
hereby instructs you as Purchase Contract Agent to instruct the Collateral Agent
to release to you on behalf of the undersigned Holder the [Pledged Senior Notes]
[Pledged Treasury Securities] related to such [Income PRIDES] [Growth PRIDES].
Capitalized terms used herein but not defined shall have the meaning set forth
in the Pledge Agreement.

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

                                 Signature Guarantee:
                                                     ---------------------------


Please print name and address of Registered Holder:

--------------------------------------          --------------------------------
               Name                             Social Security or other
                                                Taxpayer Identification Number,
                                                if any

--------------------------------------------
             Address

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

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


                                      B-1
<Page>

                                                                       EXHIBIT C

              INSTRUCTION TO CUSTODIAL AGENT REGARDING REMARKETING

o
[Address]
Attention:  o

                  Re:      Senior Notes of Affiliated Managers Group, Inc. (the
                           "Company")

         The undersigned hereby notifies you in accordance with Section 4.6(c)
of the Pledge Agreement, dated as of December 21, 2001 (the "Pledge Agreement"),
among the Company, yourselves, as Collateral Agent, Securities Intermediary and
Custodial Agent, and yourselves, as Purchase Contract Agent and as
attorney-in-fact for the Holders of Income PRIDES and Growth PRIDES from time to
time, that the undersigned elects to deliver $__________ stated liquidation
amount of Senior Notes for delivery to the Remarketing Agent on the fourth
Business Day immediately preceding the Purchase Contract Settlement Date for
remarketing pursuant to Section 4.6(c) of the Pledge Agreement. The undersigned
will, upon request of the Remarketing Agent, execute and deliver any additional
documents deemed by the Remarketing Agent or by the Company to be necessary or
desirable to complete the sale, assignment and transfer of the Senior Notes
tendered hereby.

         The undersigned hereby instructs you, upon receipt of the Proceeds of
such remarketing from the Remarketing Agent to deliver such Proceeds to the
undersigned in accordance with the instructions indicated herein under "A.
Payment Instructions." The undersigned hereby instructs you, in the event of
Failed Remarketing, upon receipt of the Senior Notes tendered herewith from the
Remarketing Agent, to be delivered to the person(s) and the address(es)
indicated herein under "B. Delivery Instructions."

         With this notice, the undersigned hereby (i) represents and warrants
that the undersigned has full power and authority to tender, sell, assign and
transfer the Senior Notes tendered hereby and that the undersigned is the record
owner of any Senior Notes tendered herewith in physical form or a participant in
The Depositary Trust Company ("DTC") and the beneficial owner of any Senior
Notes tendered herewith by book-entry transfer to your account at DTC and (ii)
agrees to be bound by the terms and conditions of Section 4.6(c) of the Pledge
Agreement. Capitalized terms used herein but not defined shall have the meaning
set forth in the Pledge Agreement.


                                      C-1

<Page>

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

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

                                       By:
                                          --------------------------------------

                                       Name:
                                       Title:
                                       Signature Guarantee:
                                                           ---------------------

Please print name and address:

--------------------------------            ------------------------------------
           Name                             Social Security or other Taxpayer
                                            Identification Number, if any

--------------------------------
            Address

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

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


                                      C-2
<Page>

A.       PAYMENT INSTRUCTIONS

Proceeds of the remarketing should be paid by check in the name of the person(s)
set forth below and mailed to the address set forth below.

Name(s)
         -------------------------------------------------
                           (Please Print)

Address
         -------------------------------------------------
                           (Please Print)

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

----------------------------------------------------------
                             (Zip Code)

----------------------------------------------------------
       (Tax Identification or Social Security Number)


B.       DELIVERY INSTRUCTIONS

In the event of a Failed Remarketing, Senior Notes which are in physical form
should be delivered to the person(s) set forth below and mailed to the address
set forth below.

Name(s)
         -------------------------------------------------
                                (Please Print)

Address
         -------------------------------------------------
                                (Please Print)

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

----------------------------------------------------------
                       (Zip Code)


----------------------------------------------------------
      (Tax Identification or Social Security Number)

In the event of a Failed Remarketing, Senior Notes which are in book-entry form
should be credited to the account at The Depositary Trust Company set forth
below.

                                ---------------------------------------
                                         DTC Account Number

         Name of Account Party:
                                 --------------------------------------


                                      C-3
<Page>

                                                                       EXHIBIT D

                    INSTRUCTION TO CUSTODIAL AGENT REGARDING
                           WITHDRAWAL FROM REMARKETING

o
[Address]
Attention:  o

                  Re:      Senior Notes of Affiliated Managers Group, Inc. (the
                           "Company")

         The undersigned hereby notifies you in accordance with Section 4.6(c)
of the Pledge Agreement, dated as of December 21, 2001 (the "Pledge Agreement")
among the Company, yourselves, as Collateral Agent, Securities Intermediary and
Custodial Agent and yourselves, as Purchase Contract Agent and as
attorney-in-fact for the Holders of Income PRIDES and Growth PRIDES from time to
time, that the undersigned elects to withdraw the $_____ aggregate stated
liquidation amount of Senior Notes delivered to the Custodial Agent on
___________, for remarketing pursuant to Section 4.6(c) of the Pledge Agreement.
The undersigned hereby instructs you to return such Senior Notes to the
undersigned in accordance with the undersigned's instructions. With this notice,
the Undersigned hereby agrees to be bound by the terms and conditions of Section
4.6(c) of the Pledge Agreement. Capitalized terms used herein but not defined
shall have the meaning set forth in the Pledge Agreement.

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

                                          By:
                                               ---------------------------------

                                          Name:
                                                 -------------------------------

                                          Title:
                                                  ------------------------------

                                          Signature Guarantee:
                                                                ----------------


Please print name and address:

----------------------------         -------------------------------------------
         (Name)                      Social Security or other Taxpayer

                                     -------------------------------------------
                                     Identification Number, if any


------------------------------------
           Address


                                      D-1
<Page>

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

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


                                      D-2
<Page>


A.       DELIVERY INSTRUCTIONS

In the event of a Failed Remarketing, Senior Notes which are in physical form
should be delivered to the person(s) set forth below and mailed to the address
set forth below.

Name(s)
         -------------------------------------------------
                                (Please Print)

Address
         -------------------------------------------------
                                (Please Print)

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

----------------------------------------------------------
                    (Zip Code)

----------------------------------------------------------
      (Tax Identification or Social Security Number)


In the event of a Failed Remarketing, Senior Notes which are in book-entry form
should be credited to the account at The Depositary Trust Company set forth
below.

                           -------------------------------------------
                                         DTC Account Number

         Name of Account Party:
                                 --------------------------------------


                                      D-3