<PAGE>

                                                                   Exhibit 4.5

===============================================================================

                                     FORM OF

                         AFFILIATED MANAGERS GROUP, INC.

                                       AND

                           FIRST UNION NATIONAL BANK,
                           as Purchase Contract Agent



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

                           PURCHASE CONTRACT AGREEMENT

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






                          Dated as of December 21, 2001



===============================================================================


<PAGE>

                                TABLE OF CONTENTS


                                    ARTICLE I


             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

<TABLE>
<CAPTION>
<S>                 <C>                                                                                           <C>
SECTION 1.1.        DEFINITIONS.....................................................................................1
SECTION 1.2.        COMPLIANCE CERTIFICATES AND OPINIONS...........................................................11
SECTION 1.3.        FORM OF DOCUMENTS DELIVERED TO AGENT...........................................................12
SECTION 1.4.        ACTS OF HOLDERS; RECORD DATES..................................................................12
SECTION 1.5.        NOTICES........................................................................................13
SECTION 1.6.        NOTICE TO HOLDERS; WAIVER......................................................................14
SECTION 1.7.        EFFECT OF HEADINGS AND TABLE OF CONTENTS.......................................................14
SECTION 1.8.        SUCCESSORS AND ASSIGNS.........................................................................14
SECTION 1.9.        SEPARABILITY CLAUSE............................................................................15
SECTION 1.10.       BENEFITS OF AGREEMENT..........................................................................15
SECTION 1.11.       GOVERNING LAW..................................................................................15
SECTION 1.12.       LEGAL HOLIDAYS.................................................................................15
SECTION 1.13.       COUNTERPARTS...................................................................................15
SECTION 1.14.       INSPECTION OF AGREEMENT........................................................................15

                                   ARTICLE II

                                CERTIFICATE FORMS

SECTION 2.1.        FORMS OF CERTIFICATES GENERALLY................................................................15
SECTION 2.2.        FORM OF AGENT'S CERTIFICATE OF AUTHENTICATION..................................................16

                                   ARTICLE III

                                 THE SECURITIES

SECTION 3.1.        TITLE AND TERMS; DENOMINATIONS.................................................................17
SECTION 3.2.        RIGHTS AND OBLIGATIONS EVIDENCED BY THE CERTIFICATES...........................................17
SECTION 3.3.        EXECUTION, AUTHENTICATION, DELIVERY AND DATING.................................................18
SECTION 3.4.        TEMPORARY CERTIFICATES.........................................................................18
SECTION 3.5.        REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE............................................19
SECTION 3.6.        BOOK-ENTRY INTERESTS...........................................................................20
SECTION 3.7.        NOTICES TO HOLDERS.............................................................................21
SECTION 3.8.        APPOINTMENT OF SUCCESSOR CLEARING AGENCY.......................................................21
SECTION 3.9.        DEFINITIVE CERTIFICATES........................................................................21
SECTION 3.10.       MUTILATED, DESTROYED, LOST AND STOLEN CERTIFICATES.............................................21
SECTION 3.11.       PERSONS DEEMED OWNERS..........................................................................22
SECTION 3.12.       CANCELLATION...................................................................................23
SECTION 3.13.       ESTABLISHMENT OF GROWTH PRIDES.................................................................23
SECTION 3.14.       REESTABLISHMENT OF INCOME PRIDES...............................................................25
SECTION 3.15.       TRANSFER OF COLLATERAL UPON OCCURRENCE OF TERMINATION EVENT....................................26
SECTION 3.16.       CUSIP NUMBERS..................................................................................27

                                   ARTICLE IV

                                THE SENIOR NOTES

SECTION 4.1.        INTEREST AND OTHER PAYMENTS; RIGHTS TO PAYMENTS PRESERVED; RATE RESET; NOTICE..................27
SECTION 4.2.        NOTICE AND VOTING..............................................................................28


                                       i

<PAGE>

SECTION 4.3.        TAX EVENT REDEMPTION...........................................................................29

                                    ARTICLE V

                             THE PURCHASE CONTRACTS

SECTION 5.1.        PURCHASE OF COMMON STOCK.......................................................................29
SECTION 5.2.        INITIAL REMARKETING............................................................................31
SECTION 5.3.        PAYMENT OF PURCHASE PRICE......................................................................32
SECTION 5.4.        ISSUANCE OF COMMON STOCK.......................................................................35
SECTION 5.5.        ADJUSTMENT OF SETTLEMENT RATE..................................................................35
SECTION 5.6.        NOTICE OF ADJUSTMENTS AND CERTAIN OTHER EVENTS.................................................40
SECTION 5.7.        TERMINATION EVENT; NOTICE......................................................................41
SECTION 5.8.        EARLY SETTLEMENT...............................................................................41
SECTION 5.9.        NO FRACTIONAL SHARES...........................................................................42
SECTION 5.10.       CHARGES AND TAXES..............................................................................43

                                   ARTICLE VI

                                    REMEDIES

SECTION 6.1.        UNCONDITIONAL RIGHT OF HOLDERS TO PURCHASE COMMON STOCK........................................43
SECTION 6.2.        RESTORATION OF RIGHTS AND REMEDIES.............................................................43
SECTION 6.3.        RIGHTS AND REMEDIES CUMULATIVE.................................................................43
SECTION 6.4.        DELAY OR OMISSION NOT WAIVER...................................................................44
SECTION 6.5.        UNDERTAKING FOR COSTS..........................................................................44
SECTION 6.6.        WAIVER OF STAY OR EXTENSION LAWS...............................................................44

                                   ARTICLE VII

                                    THE AGENT

SECTION 7.1.        CERTAIN DUTIES AND RESPONSIBILITIES............................................................44
SECTION 7.2.        NOTICE OF DEFAULT..............................................................................45
SECTION 7.3.        CERTAIN RIGHTS OF AGENT........................................................................45
SECTION 7.4.        NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.........................................46
SECTION 7.5.        MAY HOLD SECURITIES............................................................................47
SECTION 7.6.        MONEY HELD IN CUSTODY..........................................................................47
SECTION 7.7.        COMPENSATION AND REIMBURSEMENT.................................................................47
SECTION 7.8.        CORPORATE AGENT REQUIRED; ELIGIBILITY..........................................................47
SECTION 7.9.        RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR..............................................48
SECTION 7.10.       ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.........................................................49
SECTION 7.11.       MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS....................................49
SECTION 7.12.       PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.........................................50
SECTION 7.13.       NO OBLIGATIONS OF AGENT........................................................................50
SECTION 7.14.       TAX COMPLIANCE.................................................................................50

                                  ARTICLE VIII

                             SUPPLEMENTAL AGREEMENTS

SECTION 8.1.        SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF HOLDERS.............................................51
SECTION 8.2.        SUPPLEMENTAL AGREEMENTS WITH CONSENT OF HOLDERS................................................51
SECTION 8.3.        EXECUTION OF SUPPLEMENTAL AGREEMENTS...........................................................52
SECTION 8.4.        EFFECT OF SUPPLEMENTAL AGREEMENTS..............................................................52
SECTION 8.5.        REFERENCE TO SUPPLEMENTAL AGREEMENTS...........................................................52


                                       ii

<PAGE>

                                   ARTICLE IX

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1.        COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS....53
SECTION 9.2.        RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.....................................................53
SECTION 9.3.        OPINION OF COUNSEL GIVEN TO AGENT..............................................................54

                                    ARTICLE X


                                    COVENANTS

SECTION 10.1.       PERFORMANCE UNDER PURCHASE CONTRACTS...........................................................54
SECTION 10.2.       MAINTENANCE OF OFFICE OR AGENCY................................................................54
SECTION 10.3.       COMPANY TO RESERVE COMMON STOCK................................................................54
SECTION 10.4.       COVENANTS AS TO COMMON STOCK...................................................................55

EXHIBIT A           Form of Income PRIDES Certificate
EXHIBIT B           Form of Growth PRIDES Certificate
EXHIBIT C           Instruction to Collateral Agent
EXHIBIT D           Instruction to Purchase Contract Agent
EXHIBIT E           Notice to Settle with Separate Cash

</TABLE>

                                       iii

<PAGE>

         PURCHASE CONTRACT AGREEMENT, dated as of December 21, 2001, between
Affiliated Managers Group, Inc., a company duly organized and existing under the
laws of the State of Delaware (the "Company"), and First Union National Bank, a
[jurisdisction of incorporation] corporation, acting as purchase contract agent
for the Holders of Securities from time to time (the "Agent").

                                    RECITALS

         The Company has duly authorized the execution and delivery of this
Agreement and the Certificates evidencing the Securities.

         All things necessary to make the Purchase Contracts, when the
Certificates are executed by the Company and authenticated, executed on behalf
of the Holders and delivered by the Agent, as provided in this Agreement, the
valid obligations of the Company, and to constitute these presents a valid
agreement of the Company, in accordance with its terms, have been done.

                                   WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed as follows:

ARTICLE I
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1.      DEFINITIONS.

         For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

         (a) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular; and nouns
and pronouns of the masculine gender include the feminine and neuter genders;

         (b) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles in
the United States;

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

         (d) the following terms have the meanings given to them in this Section
1.1(d).

         "Act" when used with respect to any Holder, has the meaning specified
in Section 1.4.

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


                                       1

<PAGE>

         "Agent" means the Person named as the "Agent" in the first paragraph of
this instrument until a successor Agent shall have become such pursuant to the
applicable provisions of this Agreement, and thereafter "Agent" shall mean such
Person.

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

         "Applicable Market Value" has the meaning specified in Section 5.1.

         "Applicable Ownership Interest" means, with respect to an Income PRIDES
and the Treasury Securities in the Treasury Portfolio, (A) a 1/40 undivided
beneficial ownership interest in a $1,000 principal or interest amount of a
principal or interest strip in a U.S. Treasury Security included in such
Treasury Portfolio which matures on or prior to November 17, 2004 scheduled
interest payment date on the Senior Notes that occurs on the Purchase Contract
Settlement Date, in the case of a Successful Remarketing, or after the Tax Event
Redemption Date and on or before the Purchase Contract Settlement Date, in the
case of a Tax Event Redemption, a ___% undivided beneficial ownership interest
in a $1,000 face amount of such U.S. Treasury Security which is a principal or
interest strip maturing on such interest payment date.

         "Applicable Principal Amount" means the aggregate principal amount of
the Notes which are components of Income PRIDES on the Initial Remarketing Date.

         "Authorized Newspaper" means a daily newspaper, in the English
language, customarily published on each day that is a Business Day in The City
of New York, whether or not published on days that are Legal Holidays, and of
general circulation in The City of New York. The Authorized Newspaper for the
purposes of the Reset Spread Announcement Date, is currently anticipated to be
THE WALL STREET JOURNAL (NYC edition).

         "Bankruptcy Code" means title 11 of the United States Code, or any
other law of the United States that from time to time provides a uniform system
of bankruptcy laws.

         "Beneficial Owner" means, with respect to a Book-Entry Interest, a
Person who is the beneficial owner of such Book-Entry Interest as reflected on
the books of the Clearing Agency or on the books of a Person maintaining an
account with such Clearing Agency (directly as a Clearing Agency Participant or
as an indirect participant, in each case in accordance with the rules of such
Clearing Agency).

         "Board of Directors" means the board of directors of the Company or a
duly authorized committee of that board.

         "Board Resolution" means one or more resolutions of the Board of
Directors, a copy of which has been certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors and
to be in full force and effect on the date of such certification and delivered
to the Agent.


                                       2

<PAGE>

         "Book-Entry Interest" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as described in Section 3.6.

         "Business Day" means any day other than a Saturday, Sunday or any other
day on which banking institutions in the State of New York are authorized or
obligated by any law or executive order to be closed.

         "Cash Settlement" has the meaning set forth in Section 5.2(a)(i).

         "Certificate" means an Income PRIDES Certificate or a Growth PRIDES
Certificate.

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

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

         "Closing Price" has the meaning specified in Section 5.1.

         "Collateral" has the meaning specified in Section 2.1 of the Pledge
Agreement.

         "Collateral Agent" means First Union National Bank, a [jurisdisction of
incorporation] corporation, as Collateral Agent under the Pledge Agreement until
a successor Collateral Agent shall have become such pursuant to the applicable
provisions of the Pledge Agreement, and thereafter "Collateral Agent" shall mean
the Person who is then the Collateral Agent thereunder.

         "Collateral Substitution" has the meaning specified in Section 3.13.

         "Common Stock" means the common stock, par value US$0.01, of the
Company.

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

         "Corporate Trust Office" means the principal corporate trust office of
the Agent at which, at any particular time, its corporate trust business shall
be administered, which office at the date hereof is located at [address].

         "Coupon Rate" means the percentage rate per year at which each Senior
Note will bear interest initially.

         "Current Market Price" has the meaning specified in Section 5.4(a)(8).

         "Depositary" means, initially, DTC until another Clearing Agency
becomes its successor.


                                       3
<PAGE>

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

         "Early Settlement" has the meaning specified in Section 5.7(a).

         "Early Settlement Amount" has the meaning specified in Section 5.7(a).

         "Early Settlement Date" has the meaning specified in Section 5.7(a).

         "Early Settlement Rate" has the meaning specified in Section 5.7(b).

         "Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time, and the
rules and regulations promulgated thereunder.

         "Expiration Date" has the meaning specified in Section 1.4.

         "Expiration Time" has the meaning specified in Section 5.4(a)(6).

         "Failed Initial Remarketing" has the meaning specified in Section 5.2.

         "Failed Secondary Remarketing" has the meaning specified in Section
5.3.

         "Global Certificate" means a Certificate that evidences all or part of
the Securities and is registered in the name of a Depositary or a nominee
thereof.

         "Growth PRIDES" means the collective rights and obligations of a holder
of a Growth PRIDES Certificate in respect of a 1/40th undivided beneficial
interest in a Treasury Security, subject in each case to the Pledge thereof, and
the related Purchase Contract.

         "Growth PRIDES Certificate" means a certificate evidencing the rights
and obligations of a Holder in respect of the number of Growth PRIDES specified
on such certificate.

         "Growth PRIDES Register" and "Growth PRIDES Registrar" have the
respective meanings specified in Section 3.5.

         "Holder," when used with respect to a Security, means the Person in
whose name the Security evidenced by an Income PRIDES Certificate and/or a
Growth PRIDES Certificate is registered in the related Income PRIDES Register
and/or the Growth PRIDES Register, as the case may be.

         "Income PRIDES" means the collective rights and obligations of a Holder
of an Income PRIDES Certificate in respect of a Senior Note, subject to the
Pledge thereof, and the related Purchase Contract.

         "Income PRIDES Certificate" means a certificate evidencing the rights
and obligations of a Holder in respect of the number of Income PRIDES specified
on such certificate.

         "Income PRIDES Register" and "Income PRIDES Registrar" have the
respective meanings specified in Section 3.5.


                                       4

<PAGE>

         "Indenture" means the Indenture dated December 21, 2001 between the
Company and First Union National Bank as amended and supplemented by the First
Supplemental Indenture, dated December 21, 2001, between the Company and First
Union National Bank.

         "Initial Remarketing" has the meaning specified in Section 5.2.

         "Initial Remarketing Date" means the third business day immediately
preceding August 17, 2004.

         "Issuer Order" or "Issuer Request" means a written order or request
signed in the name of the Company by the Chairman of the Board, the Vice
Chairman, the President, the Chief Financial Officer, the Chief Administrative
Officer, General Counsel, Secretary or any Vice President (or other officer
performing similar functions) of the Company and delivered to the Agent.

         "NYSE" has the meaning specified in Section 5.1.

         "Officer's Certificate" means a certificate signed by the Chairman of
the Board, the Vice Chairman, the President, the Chief Financial Officer, the
Chief Administrative Officer, General Counsel, Secretary or any Vice President
(or other officer performing similar functions) of the Company and delivered to
the Agent.
         "Opinion of Counsel" means an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company or an Affiliate.

         "Outstanding Securities," with respect to any Income PRIDES or Growth
PRIDES, means, as of the date of determination, all Income PRIDES or Growth
PRIDES evidenced by Certificates theretofore authenticated, executed and
delivered under this Agreement, except:

(i)      If a Termination Event has occurred, (A) Growth PRIDES and (B) Income
         PRIDES for which the Stated Amount of the related Senior Note has been
         theretofore deposited with the Agent in trust for the Holders of such
         Income PRIDES;

(ii)     Income PRIDES and Growth PRIDES evidenced by Certificates theretofore
         cancelled by the Agent or delivered to the Agent for cancellation or
         deemed cancelled pursuant to the provisions of this Agreement; and

(iii)    Income PRIDES and Growth PRIDES evidenced by Certificates in exchange
         for or in lieu of which other Certificates have been authenticated,
         executed on behalf of the Holder and delivered pursuant to this
         Agreement, other than any such Certificate in respect of which there
         shall have been presented to the Agent proof satisfactory to it that
         such Certificate is held by a bona fide purchaser in whose hands the
         Income PRIDES or Growth PRIDES evidenced by such Certificate are valid
         obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
number of the Income PRIDES or Growth PRIDES have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Income PRIDES or
Growth PRIDES owned by the


                                       5

<PAGE>

Company or any Affiliate of the Company shall be disregarded and deemed not to
be outstanding, except that, in determining whether the Agent shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Income PRIDES or Growth PRIDES which a Responsible
Officer of the Agent actually knows to be so owned shall be so disregarded.
Income PRIDES or Growth PRIDES so owned which have been pledged in good faith
may be regarded as Outstanding Securities if the pledgee establishes to the
satisfaction of the Agent the pledgee's right so to act with respect to such
Income PRIDES or Growth PRIDES and that the pledgee is not the Company or any
Affiliate of the Company.

         "Payment Date" means each February 17, May 17, August 17 and November
17, commencing February 17, 2002.

         "Permitted Investments" has the meaning set forth in Section 1.1 of the
Pledge Agreement.

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

         "Pledge" means the pledge under the Pledge Agreement of the Senior
Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, and of the Treasury Securities, in each case
constituting a part of the Securities.

         "Pledge Agreement" means the Pledge Agreement, dated as of the date
hereof, by and among the Company, the Collateral Agent and the Agent, on its own
behalf and as attorney-in-fact for the Holders from time to time of the
Securities.

         "Predecessor Certificate" means a Predecessor Income PRIDES Certificate
or a Predecessor Growth PRIDES Certificate.

         "Predecessor Growth PRIDES Certificate" of any particular Growth PRIDES
Certificate means every previous Growth PRIDES Certificate evidencing all or a
portion of the rights and obligations of the Company and the Holder under the
Growth PRIDES evidenced thereby; and, for the purposes of this definition, any
Growth PRIDES Certificate authenticated and delivered under Section 3.10 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Growth PRIDES
Certificate shall be deemed to evidence the same rights and obligations of the
Company and the Holder as the mutilated, destroyed, lost or stolen Growth PRIDES
Certificate.

         "Predecessor Income PRIDES Certificate" of any particular Income PRIDES
Certificate means every previous Income PRIDES Certificate evidencing all or a
portion of the rights and obligations of the Company and the Holder under the
Income PRIDES evidenced thereby; and, for the purposes of this definition, any
Income PRIDES Certificate authenticated and delivered under Section 3.10 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Income PRIDES
Certificate shall be deemed to evidence the same rights and obligations of the
Company and the Holder as the mutilated, destroyed, lost or stolen Income PRIDES
Certificate.

         "Proceeds" has the meaning set forth in Section 1.1 of the Pledge
Agreement.


                                       6

<PAGE>

         "Purchase Contract," when used with respect to any Security, means the
contract forming a part of such Security and obligating the Company to sell and
the Holder of such Security to purchase Common Stock on the terms and subject to
the conditions set forth in Article Five hereof.

         "Purchase Contract Settlement Date" means November 17, 2004.

         "Purchase Contract Settlement Fund" has the meaning specified in
Section 5.3.

         "Purchase Price" has the meaning specified in Section 5.1.

         "Purchased Shares" has the meaning specified in Section 5.4(a)(6).

         "Quotation Agent" means Merrill Lynch Government Securities, Inc. or
any of their successors or any other primary U.S. government securities dealer
in New York City selected by the Company.

         "Record Date" for the distribution payable in respect of the Senior
Notes or the Applicable Ownership Percentage of the Treasury Portfolio payable
on any Payment Date means, as to any Global Certificate, the fifteenth calendar
day immediately preceding such Payment Date, and as to any other Certificate, a
day selected by the Company which shall be more than one Business Day but less
than 60 Business Days prior to such Payment Date.

         "Redemption Amount" means in the case of a Tax Event Redemption
occurring prior to a Successful Remarketing of the Senior Notes, for each Senior
Note the product of (i) the principal amount of such Senior Note and (ii) a
fraction whose numerator is the applicable Treasury Portfolio Purchase Price and
whose denominator is the aggregate principal amount of notes included in Income
PRIDES, and in the case of a Tax Event Redemption Date occurring after a
Successful Remarketing of the Senior Notes, the par value of the Senior Notes.

         "Redemption Price" means the redemption price per Senior Note equal to
the Redemption Amount plus any accrued and unpaid interest on such Senior Note
to the date of redemption.

         "Register" means the Income PRIDES Register and the Growth PRIDES
Register.

         "Registrar" means the Income PRIDES Registrar and the Growth PRIDES
Registrar.

         "Remarketing Agent" has the meaning specified in Section 5.2.

         "Remarketing Agreement" means the Remarketing Agreement by and among
the Company, the Remarketing Agent and the Agent.

         "Remarketing Fee" has the meaning specified in Section 5.2.

         "Remarketing Underwriting Agreement" has the meaning specified in the
Remarketing Agreement.


                                       7

<PAGE>

         "Reorganization Event" has the meaning specified in Section 5.4(b).

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

         "Reset Announcement Date" means, in the case of the Reset Rate to be
determined on the Initial Remarketing Date, the tenth (10th) Business Day
immediately preceding August 17, 2004 and, in the case of the Reset Rate to be
determined on the Secondary Remarketing Date, the tenth (10th) Business Day
immediately preceding the Purchase Contract Settlement Date.

         "Reset Rate" means the dividend rate per annum (to be determined by the
Reset Agent), equal to the sum of (X) the Reset Spread and (Y) the rate of
interest on (1) in the case of the Reset Rate to be determined on the Initial
Remarketing Date, the Two and One-Quarter Year Benchmark Treasury in effect on
the Initial Remarketing Date or (2) in the case of the Reset Rate to be
determined on the Secondary Remarketing Date, the Two-Year Benchmark Treasury in
effect on the Secondary Remarketing Date.

         "Reset Spread" means (a) in the case of the Reset Rate to be determined
on the Initial Remarketing Date, a spread amount to be determined by the Reset
Agent on the applicable Reset Announcement Date as the appropriate spread so
that the Reset Rate will be the interest rate that the Notes should bear in
order for the Applicable Principal Amount of Notes to have an approximate
aggregate market value of 100.5% of the Treasury Portfolio Purchase Price on the
Initial Remarketing Date and (b) in the case of the Reset Rate to be determined
on the Secondary Remarketing Date, a spread amount determined by the Reset Agent
on the applicable Reset Announcement Date as the appropriate spread so that the
Reset Rate will be the interest rate that the Notes should bear in order for the
Notes to have an approximate market value of 100.5% of their principal amount on
the Secondary Remarketing Date.

         "Responsible Officer," when used with respect to the Agent, means any
officer of the Agent assigned by the Agent to administer its corporate trust
matters.

         "Secondary Remarketing" has the meaning specified in Section 5.3.

         "Secondary Remarketing Date" means the third business day immediately
preceding the Purchase Contract Settlement Date.

         "Security" means an Income PRIDES or a Growth PRIDES.

         "Senior Notes" means the series of senior notes of the Company
designated 6% Senior Notes due 2006, to be issued under the Indenture as of the
date hereof.

         "Settlement Rate" has the meaning specified in Section 5.1.

         "Stated Amount" means $25.

         "Successful Initial Remarketing" has the meaning specified in Section
5.2(b).

         "Successful Secondary Remarketing" has the meaning specified in Section
5.3.


                                       8

<PAGE>

         "Tax Event" means the receipt by the Company of an opinion of
nationally recognized tax counsel experienced in such matters to the effect that
there is more than an insubstantial risk that interest payable by the Company on
the Senior Notes on the next Interest Payment Date would not be deductible, in
whole or in part, by the Company for United States federal income tax purposes
as a result of (a) any amendment to, change in, or announced proposed change in,
the laws, or any regulations thereunder, of the United States or any political
subdivision or taxing authority thereof or therein affecting taxation, (b) any
amendment to or change in an official interpretation or application of any such
law or regulations by any legislative body, court, governmental agency or
regulatory authority or (c) any official interpretation or pronouncement that
provides for a position with respect to any such laws or regulations that
differs from the generally accepted position on the date of this prospectus
supplement, which amendment, change, or proposed change is effective or which
interpretation or pronouncement is announced on or after the date of the first
issuance of Senior Notes under the Indenture.

         "Tax Event Redemption" means, if a Tax Event shall occur and be
continuing, the redemption of the Senior Notes, at the option of the Company, in
whole but not in part, on not less than 30 days nor more than 60 days' written
notice.

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

         "Tax Event Redemption Principal Amount" means either (i) if the Tax
Event Redemption Date occurs prior to August 17, 2004 or, in the event of Failed
Initial Remarketing, prior to the Purchase Contract Settlement Date, the
aggregate principal amount of the Senior Notes which are components of Income
PRIDES on the Tax Event Redemption Date or (ii) if the Tax Event Redemption Date
occurs on or after August 17, 2004 or, in the event of a Failed Initial
Remarketing, on or after the Purchase Contract Settlement Date, the aggregate
principal amount of the Senior Notes outstanding on such Tax Event Redemption
Date.

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

         "Termination Event" means the occurrence of any of the following
events: (i) at any time on or prior to the Purchase Contract Settlement Date, a
judgment, decree or court order shall have been entered granting relief under
the Bankruptcy Code, adjudicating the Company to be insolvent, or approving as
properly filed a petition seeking reorganization or liquidation of the Company
under the Bankruptcy Code or any other similar applicable Federal or state law,
and, unless such judgment, decree or order shall have been entered within 60
days prior to the Purchase Contract Settlement Date, such decree or order shall
have continued undischarged and unstayed for a period of 60 days; or (ii) a
judgment, decree or court order for the appointment of a receiver or liquidator
or trustee or assignee in bankruptcy or insolvency of the Company or of its
property, or for the winding up or liquidation of its affairs, shall have been
entered, and, unless such judgment, decree or order shall have been entered
within 60 days prior to the Purchase Contract Settlement Date, such judgment,
decree or order shall have continued undischarged and unstayed for a period of
60 days, or (iii) at any time on or prior to the Purchase Contract Settlement
Date, the Company shall file a petition for relief under the Bankruptcy Code, or
shall consent to the filing of a bankruptcy proceeding against it, or shall file
a petition or answer or consent seeking reorganization or liquidation under the
Bankruptcy Code or any other


                                       9

<PAGE>

similar applicable Federal or state law, or shall consent to the filing of any
such petition, or shall consent to the appointment of a receiver or liquidator
or trustee or assignee in bankruptcy or insolvency of it or of its property, or
shall make an assignment for the benefit of creditors, or shall admit in writing
its inability to pay its debts generally as they become due.

         "Threshold Appreciation Price" has the meaning specified in Section
5.1.

         "Threshold Depreciation Price" has the meaning specified in Section
5.1.

         "TIA" means the Trust Indenture Act of 1939, as amended, or any
successor statute.

         "Trading Day" has the meaning specified in Section 5.1.

         "Treasury Portfolio" means a portfolio of zero-coupon U.S. Treasury
securities consisting of principal or interest strips of U.S. Treasury
securities that mature on or prior to November 15, 2004 in an aggregate amount
equal to the Applicable Principal Amount and interest or principal strips of
U.S. Treasury securities that mature on or prior to November 15, 2004 in an
aggregate amount equal to the aggregate interest payment that would be due on
the aggregate principal amount of the Senior Notes if the Coupon Rate was not
reset pursuant to a Successful Initial Remarketing or a Successful Secondary
Remarketing.

         "Treasury Portfolio Purchase Price" means the lowest aggregate price
quoted by a primary U.S. government securities dealer in New York City to the
Quotation Agent on the third Business Day immediately preceding August 17, 2004
for the purchase of the Treasury Portfolio for settlement on August 17, 2004.

         "Treasury Security" means a zero coupon U.S. Treasury security with a
principal amount at maturity equal to $1,000 and maturing on November 15, 2004.

         "Two-Year Benchmark Treasury" means direct obligations of the United
States (which may be obligations traded on a when-issued basis only) having a
maturity comparable to the remaining term to maturity of the Notes, as agreed
upon by the Company and the Reset Agent. The rate for the Two-Year Benchmark
Treasury will be the bid side rate displayed at 10:00 A.M., New York City time,
on the third Business Day immediately preceding the Purchase Contract Settlement
Date in the Telerate system (or if the Telerate system is (a) no longer
available on the Secondary Remarketing Date or (b) in the opinion of the Reset
Agent (after consultation with the Company) no longer an appropriate system from
which to obtain such rate, such other nationally recognized quotation system as,
in the opinion of the Reset Agent (after consultation with the Company), is
appropriate). If such rate is not so displayed, the rate for the Two-Year
Benchmark Treasury shall be, as calculated by the Reset Agent, the yield to
maturity for the Two-Year Benchmark Treasury, expressed as a bond equivalent on
the basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis, and computed by taking the arithmetic mean of the secondary market bid
rates, as of 10:30 A.M., New York City time, on the Secondary Remarketing Date
of three leading United States government securities dealers selected by the
Reset Agent (after consultation with the Company)(which may include the Reset
Agent or an affiliate thereof).


                                       10

<PAGE>

         "Two and One-Quarter Year Benchmark Treasury" means direct obligations
of the United States (which may be obligations traded on a when-issued basis
only) having a maturity comparable to the remaining term to maturity of the
Notes, as agreed upon by the Company and the Reset Agent. The rate for the Two
and One-Quarter Year Benchmark Treasury will be the bid side rate displayed at
10:00 A.M., New York City time, on the Initial Remarketing Date in the Telerate
system (or if the Telerate system is (a) no longer available on the Initial
Remarketing Date or (b) in the opinion of the Reset Agent (after consultation
with the Company), no longer an appropriate system from which to obtain such
rate, such other nationally recognized quotation system as, in the opinion of
the Reset Agent (after consultation with the Company) is appropriate). If such
rate is not so displayed, the rate for the Two and One-Quarter Year Benchmark
Treasury shall be, as calculated by the Reset Agent, the yield to maturity for
the Two and One-Quarter Year Benchmark Treasury, expressed as a bond equivalent
on the basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis, and computed by taking the arithmetic mean of the secondary market bid
rates, as of 10:30 A.M., New York City time, on the Initial Remarketing Date of
three leading United States government securities dealers selected by the Reset
Agent (after consultation with the Company) (which may include the Reset Agent
or an affiliate thereof).

         "Underwriting Agreement" means the Underwriting Agreement, dated
December 18, 2001, between the Company and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and Morgan
Stanley & Co. Incorporated.

         "Vice President" means any vice president, whether or not designated by
a number or a word or words added before or after the title "vice president."

SECTION 1.2.      COMPLIANCE CERTIFICATES AND OPINIONS.

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

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

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

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


                                       11

<PAGE>

              (3) a statement that, in the opinion of such individual, he or she
         has made such examination or investigation as is necessary to enable
         such individual to express an informed opinion as to whether or not
         such covenant or condition has been complied with; and

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

SECTION 1.3.      FORM OF DOCUMENTS DELIVERED TO AGENT.

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

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

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

SECTION 1.4.      ACTS OF HOLDERS; RECORD DATES.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Agent and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Agreement and (subject to Section 7.1) conclusive in favor of the Agent and the
Company, if made in the manner provided in this Section.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner which the Agent deems
sufficient.


                                       12

<PAGE>

         (c) The ownership of Securities shall be proved by the Income PRIDES
Register or the Growth PRIDES Register, as the case may be.

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

         (e) The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Agreement to be given, made or taken by
Holders of Securities. If any record date is set pursuant to this paragraph, the
Holders of the Outstanding Income PRIDES and the Outstanding Growth PRIDES, as
the case may be, on such record date, and no other Holders, shall be entitled to
take the relevant action with respect to the Income PRIDES or the Growth PRIDES,
as the case may be, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on
or prior to the applicable Expiration Date by Holders of the requisite number of
Outstanding Securities on such record date. Nothing in this paragraph shall be
construed to prevent the Company from setting a new record date for any action
for which a record date has previously been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no action
by any Person be cancelled and of no effect), and nothing in this paragraph
shall be construed to render ineffective any action taken by Holders of the
requisite number of Outstanding Securities on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Company,
at its own expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Agent in
writing and to each Holder of Securities in the manner set forth in Section 1.6.

         With respect to any record date set pursuant to this Section, the
Company may designate any date as the "Expiration Date" and from time to time
may change the Expiration Date to any earlier or later day; provided that no
such change shall be effective unless notice of the proposed new Expiration Date
is given to the Agent in writing, and to each Holder of Securities in the manner
set forth in Section 1.6, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the Company shall be deemed to have initially designated the
180th day after such record date as the Expiration Date with respect thereto,
subject to its right to change the Expiration Date as provided in this
paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than
the 180th day after the applicable record date.

SECTION 1.5.      NOTICES.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Agreement to
be made upon, given or furnished to, or filed with:


                                       13

<PAGE>

              (1) the Agent by any Holder or by the Company shall be sufficient
         for every purpose hereunder (unless otherwise herein expressly
         provided) if made, given, furnished or filed in writing and personally
         delivered or mailed, first-class postage prepaid, to the Agent at First
         Union National Bank, [address], or at any other address previously
         furnished in writing by the Agent to the Holders and the Company; or

              (2) the Company by the Agent or by any Holder shall be sufficient
         for every purpose hereunder (unless otherwise herein expressly
         provided) if made, given, furnished or filed in writing and personally
         delivered or mailed, first-class postage prepaid, to the Company at
         Affiliated Managers Group, Inc., [address], or at any other address
         previously furnished in writing to the Agent by the Company; or

              (3) the Collateral Agent by the Agent, the Company or any Holder
         shall be sufficient for every purpose hereunder (unless otherwise
         herein expressly provided) if made, given, furnished or filed in
         writing and personally delivered or mailed, first-class postage
         prepaid, addressed to the Collateral Agent at First Union National
         Bank, [address], or at any other address previously furnished in
         writing by the Collateral Agent to the Agent, the Company and the
         Holders.

SECTION 1.6.      NOTICE TO HOLDERS; WAIVER.

         Where this Agreement provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at its address as it appears in the applicable Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice. In any case where notice to Holders is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Agreement provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Agent, but such filing shall not be a condition precedent to the validity of any
action taken in reliance upon such waiver.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Agent shall
constitute a sufficient notification for every purpose hereunder.

SECTION 1.7.      EFFECT OF HEADINGS AND TABLE OF CONTENTS.
         The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

SECTION 1.8.      SUCCESSORS AND ASSIGNS.

         All covenants and agreements in this Agreement by the Company shall
bind its successors and assigns, whether so expressed or not.


                                       14

<PAGE>

SECTION 1.9.      SEPARABILITY CLAUSE.

         In case any provision in this Agreement or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof and thereof shall not in any way be affected or
impaired thereby.

SECTION 1.10.     BENEFITS OF AGREEMENT.

         Nothing in this Agreement or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and, to the extent provided hereby, the Holders, any benefits or any
legal or equitable right, remedy or claim under this Agreement. The Holders from
time to time shall be beneficiaries of this Agreement and shall be bound by all
of the terms and conditions hereof and of the Securities evidenced by their
Certificates by their acceptance of delivery of such Certificates.

SECTION 1.11.     GOVERNING LAW.

         This Agreement and the Securities shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts
of laws principles thereof.

SECTION 1.12.     LEGAL HOLIDAYS.

         In any case where any Purchase Contract Settlement Date shall not be a
Business Day, then (notwithstanding any other provision of this Agreement, the
Income PRIDES Certificates or the Growth PRIDES Certificates), the Purchase
Contracts shall not be performed on such date, but the Purchase Contracts shall
be performed on the immediately following Business Day with the same force and
effect as if performed on the Purchase Contract Settlement Date.

SECTION 1.13.     COUNTERPARTS.

         This Agreement may be executed in any number of counterparts by the
parties hereto on separate counterparts, each of which, when so executed and
delivered, shall be deemed an original, but all such counterparts shall together
constitute one and the same instrument.

SECTION 1.14.     INSPECTION OF AGREEMENT.

         A copy of this Agreement shall be available at all reasonable times
during normal business hours at the Corporate Trust Office for inspection by any
Holder.

                                   ARTICLE II
                                CERTIFICATE FORMS

SECTION 2.1.      FORMS OF CERTIFICATES GENERALLY.

         The Income PRIDES Certificates (including the form of Purchase Contract
forming part of the Income PRIDES evidenced thereby) shall be in substantially
the form set forth in Exhibit A hereto, with such letters, numbers or other
marks of identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as may be required by the


                                       15

<PAGE>

rules of any securities exchange on which the Income PRIDES are listed or any
depositary therefor, or as may, consistently herewith, be determined by the
officers of the Company executing such Income PRIDES Certificates, as evidenced
by their execution of the Income PRIDES Certificates.

         The definitive Income PRIDES Certificates shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers of the Company executing such
Income PRIDES Certificates, consistent with the provisions of this Agreement, as
evidenced by their execution thereof.

         The Growth PRIDES Certificates (including the form of Purchase
Contracts forming part of the Growth PRIDES evidenced thereby) shall be in
substantially the form set forth in Exhibit B hereto, with such letters, numbers
or other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as may be required by the rules of any
securities exchange on which the Growth PRIDES may be listed or any depositary
therefor, or as may, consistently herewith, be determined by the officers of the
Company executing such Growth PRIDES Certificates, as evidenced by their
execution of the Growth PRIDES Certificates.

         The definitive Growth PRIDES Certificates shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers of the Company executing such
Growth PRIDES Certificates, consistent with the provisions of this Agreement, as
evidenced by their execution thereof.

         Every Global Certificate authenticated, executed on behalf of the
Holders and delivered hereunder shall bear a legend in substantially the
following form:

         THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
         PURCHASE CONTRACT AGREEMENT (AS HEREINAFTER DEFINED) AND IS REGISTERED
         IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE THEREOF. THIS
         CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE
         REGISTERED, AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY
         BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH CLEARING
         AGENCY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
         DESCRIBED IN THE PURCHASE CONTRACT AGREEMENT.

SECTION 2.2.      FORM OF AGENT'S CERTIFICATE OF AUTHENTICATION.

         The form of the Agent's certificate of authentication of the Income
PRIDES shall be in substantially the form set forth on the form of the Income
PRIDES Certificates.

         The form of the Agent's certificate of authentication of the Growth
PRIDES shall be in substantially the form set forth on the form of the Growth
PRIDES Certificates.


                                       16

<PAGE>

                                  ARTICLE III
                                 THE SECURITIES

SECTION 3.1.      TITLE AND TERMS; DENOMINATIONS.

         The aggregate number of Income PRIDES evidenced by Certificates
authenticated, executed on behalf of the Holders and delivered hereunder is
limited to 8,000,000 (9,200,000 if the Underwriters' over-allotment option
pursuant to the Underwriting Agreement is exercised in full), except for
Certificates authenticated, executed and delivered upon registration of transfer
of, in exchange for, or in lieu of, other Certificates pursuant to Section 3.4,
3.5, 3.10, 3.13, 3.14, 5.7 or 8.5. Growth PRIDES will be issued only in the
manner described in Section 3.13 hereof.

         The Certificates shall be issuable only in registered form and only in
denominations of a single Income PRIDES or Growth PRIDES and any integral
multiple thereof.

SECTION 3.2.      RIGHTS AND OBLIGATIONS EVIDENCED BY THE CERTIFICATES.

         Each Income PRIDES Certificate shall evidence the number of Income
PRIDES specified therein, with each such Income PRIDES representing the
ownership by the Holder thereof of a beneficial interest in a Senior Note or the
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,
subject to the Pledge of such Senior Note or the Applicable Ownership Interest
of the Treasury Portfolio, as the case may be, by such Holder pursuant to the
Pledge Agreement, and the rights and obligations of the Holder thereof and the
Company under one Purchase Contract. The Agent as attorney-in-fact for, and on
behalf of, the Holder of each Income PRIDES shall pledge, pursuant to the Pledge
Agreement, the Senior Note or the Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, forming a part of such Income PRIDES, to the
Collateral Agent and grant to the Collateral Agent a security interest in the
right, title, and interest of such Holder in such Senior Note or the Applicable
Ownership Interest of the Treasury Portfolio, as the case may be, for the
benefit of the Company, to secure the obligation of the Holder under each
Purchase Contract to purchase the Common Stock of the Company. Prior to the
purchase of Common Stock under each Purchase Contract, the Purchase Contracts
shall not entitle the Holders of Income PRIDES Certificates to any of the rights
of a holder of Common Stock, including, without limitation, the right to vote or
receive any dividends or other payments or to consent or to receive notice as
stockholders in respect of the meetings of stockholders or for the election of
directors of the Company or for any other matter, or any other rights whatsoever
as stockholders of the Company.

         Each Growth PRIDES Certificate shall evidence the number of Growth
PRIDES specified therein, with each such Growth PRIDES representing the
ownership by the Holder thereof of a 1/40th undivided beneficial interest in a
Treasury Security, subject to the Pledge of such interest in such Treasury
Security by such Holder pursuant to the Pledge Agreement, and the rights and
obligations of the Holder thereof and the Company under one Purchase Contract.
Prior to the purchase of Common Stock under each Purchase Contract, the Purchase
Contracts shall not entitle the Holders of Growth PRIDES Certificates to any of
the rights of a holder of Common Stock, including, without limitation, the right
to vote or receive any dividends or other payments or to consent or to receive
notice as stockholders in respect of the meetings of


                                       17

<PAGE>

stockholders or for the election of directors of the Company or for any other
matter, or any other rights whatsoever as stockholders of the Company.

SECTION 3.3.      EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

         Subject to the provisions of Sections 3.13 and 3.14 hereof, upon the
execution and delivery of this Agreement, and at any time and from time to time
thereafter, the Company may deliver Certificates executed by the Company to the
Agent for authentication, execution on behalf of the Holders and delivery,
together with its Issuer Order for authentication of such Certificates, and the
Agent in accordance with such Issuer Order shall authenticate, execute on behalf
of the Holders and deliver such Certificates.

         The Certificates shall be executed on behalf of the Company by the
Chairman of the Board, the Vice Chairman, the President, the Chief Financial
Officer, the Chief Administrative Officer, General Counsel, Secretary or any
Vice President (or other officer performing similar functions) of the Company
and delivered to the Agent. The signature of any of these officers on the
Certificates may be manual or facsimile.

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

         No Purchase Contract evidenced by a Certificate shall be valid until
such Certificate has been executed on behalf of the Holder by the manual
signature of an authorized signatory of the Agent, as such Holder's
attorney-in-fact. Such signature by an authorized signatory of the Agent shall
be conclusive evidence that the Holder of such Certificate has entered into the
Purchase Contracts evidenced by such Certificate.

         Each Certificate shall be dated the date of its authentication.

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

SECTION 3.4.      TEMPORARY CERTIFICATES.

         Pending the preparation of definitive Certificates, the Company shall
execute and deliver to the Agent, and the Agent shall authenticate, execute on
behalf of the Holders, and deliver, in lieu of such definitive Certificates,
temporary Certificates which are in substantially the form set forth in Exhibit
A or Exhibit B hereto, as the case may be, with such letters, numbers or other
marks of identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as may be required by the rules of any
securities exchange on which the Income PRIDES or Growth PRIDES are listed, or
as may, consistently herewith, be determined by the officers of the Company
executing such Certificates, as evidenced by their execution of the
Certificates.


                                       18

<PAGE>

         If temporary Certificates are issued, the Company will cause definitive
Certificates to be prepared without unreasonable delay. After the preparation of
definitive Certificates, the temporary Certificates shall be exchangeable for
definitive Certificates upon surrender of the temporary Certificates at the
Corporate Trust Office, at the expense of the Company and without charge to the
Holder. Upon surrender for cancellation of any one or more temporary
Certificates, the Company shall execute and deliver to the Agent, and the Agent
shall authenticate, execute on behalf of the Holder, and deliver in exchange
therefor, one or more definitive Certificates of like tenor and denominations
and evidencing a like number of Income PRIDES or Growth PRIDES, as the case may
be, as the temporary Certificate or Certificates so surrendered. Until so
exchanged, the temporary Certificates shall in all respects evidence the same
benefits and the same obligations with respect to the Income PRIDES or Growth
PRIDES, as the case may be, evidenced thereby as definitive Certificates.

SECTION 3.5.      REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.

         The Agent shall keep at the Corporate Trust Office a register (the
"Income PRIDES Register") in which, subject to such reasonable regulations as it
may prescribe, the Agent shall provide for the registration of Income PRIDES
Certificates and of transfers of Income PRIDES Certificates (the Agent, in such
capacity, the "Income PRIDES Registrar") and a register (the "Growth PRIDES
Register") in which, subject to such reasonable regulations as it may prescribe,
the Agent shall provide for the registration of the Growth PRIDES Certificates
and transfers of Growth PRIDES Certificates (the Agent, in such capacity, the
"Growth PRIDES Registrar").

         Upon surrender for registration of transfer of any Certificate at the
Corporate Trust Office, the Company shall execute and deliver to the Agent, and
the Agent shall authenticate, execute on behalf of the designated transferee or
transferees, and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of any authorized denominations, like
tenor, and evidencing a like number of Income PRIDES or Growth PRIDES, as the
case may be.

         At the option of the Holder, Certificates may be exchanged for other
Certificates, of any authorized denominations and evidencing a like number of
Income PRIDES or Growth PRIDES, as the case may be, upon surrender of the
Certificates to be exchanged at the Corporate Trust Office. Whenever any
Certificates are so surrendered for exchange, the Company shall execute and
deliver to the Agent, and the Agent shall authenticate, execute on behalf of the
Holder, and deliver the Certificates which the Holder making the exchange is
entitled to receive.

         All Certificates issued upon any registration of transfer or exchange
of a Certificate shall evidence the ownership of the same number of Income
PRIDES or Growth PRIDES, as the case may be, and be entitled to the same
benefits and subject to the same obligations, under this Agreement as the Income
PRIDES or Growth PRIDES, as the case may be, evidenced by the Certificate
surrendered upon such registration of transfer or exchange.

         Every Certificate presented or surrendered for registration of transfer
or for exchange shall (if so required by the Agent) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Agent duly executed, by the Holder thereof or its attorney duly
authorized in writing.


                                       19

<PAGE>

         No service charge shall be made for any registration of transfer or
exchange of a Certificate, but the Company and the Agent may require payment
from the Holder of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Certificates, other than any exchanges pursuant to Sections 3.6 and
8.5 not involving any transfer.

         Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Agent, and the Agent shall not be obligated to
authenticate, execute on behalf of the Holder and deliver any Certificate
presented or surrendered for registration of transfer or for exchange on or
after the Business Day immediately preceding the earlier of the Purchase
Contract Settlement Date or the Termination Date. In lieu of delivery of a new
Certificate, upon satisfaction of the applicable conditions specified above in
this Section and receipt of appropriate registration or transfer instructions
from such Holder, the Agent shall (i) if the Purchase Contract Settlement Date
has occurred, deliver the number of shares of Common Stock issuable in respect
of the Purchase Contracts forming a part of the Securities evidenced by such
Certificate, (ii) in the case of Income PRIDES, if a Termination Event shall
have occurred prior to the Purchase Contract Settlement Date, transfer the
aggregate Stated Amount of the Senior Notes evidenced thereby or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be, or
(iii) in the case of Growth PRIDES, if a Termination Event shall have occurred
prior to the Purchase Contract Settlement Date, transfer the Treasury Securities
evidenced thereby, in each case subject to the applicable conditions and in
accordance with the applicable provisions of Article Five hereof.

SECTION 3.6.      BOOK-ENTRY INTERESTS.

         The Certificates, on original issuance, will be issued in the form of
one or more, fully registered Global Certificates, to be delivered to the
Depositary by, or on behalf of, the Company. Such Global Certificate shall
initially be registered on the books and records of the Company in the name of
Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive
a definitive Certificate representing such Beneficial Owner's interest in such
Global Certificate, except as provided in Section 3.9. The Agent shall enter
into an agreement with the Depositary if so requested by the Company. Unless and
until definitive, fully registered Certificates have been issued to Beneficial
Owners pursuant to Section 3.9:

         (a) the provisions of this Section 3.6 shall be in full force and
effect;

         (b) the Company shall be entitled to deal with the Clearing Agency for
all purposes of this Agreement (including receiving approvals, votes or consents
hereunder) as the Holder of the Securities and the sole holder of the Global
Certificate(s) and shall have no obligation to the Beneficial Owners;

         (c) to the extent that the provisions of this Section 3.6 conflict with
any other provisions of this Agreement, the provisions of this Section 3.6 shall
control; and

         (d) the rights of the Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law and
agreements between such Beneficial


                                       20

<PAGE>

Owners and the Clearing Agency and/or the Clearing Agency Participants. The
Clearing Agency will make book-entry transfers among Clearing Agency
Participants.

SECTION 3.7.      NOTICES TO HOLDERS.

         Whenever a notice or other communication to the Holders is required to
be given under this Agreement, the Company or the Company's agent shall give
such notices and communications to the Holders and, with respect to any
Securities registered in the name of a Clearing Agency or the nominee of a
Clearing Agency, the Company or the Company's agent shall, except as set forth
herein, have no obligations to the Beneficial Owners.

SECTION 3.8.      APPOINTMENT OF SUCCESSOR CLEARING AGENCY.

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

SECTION 3.9.      DEFINITIVE CERTIFICATES.

         If (i) a Clearing Agency elects to discontinue its services as
securities depositary with respect to the Securities and a successor Clearing
Agency is not appointed within 90 days after such discontinuance pursuant to
Section 3.8, (ii) the Company elects to terminate the book-entry system through
the Clearing Agency with respect to the Securities, or (iii) there shall have
occurred and be continuing a default by the Company in respect of its
obligations under one or more Purchase Contracts, then upon surrender of the
Global Certificates representing the Book-Entry Interests with respect to the
Securities by the Clearing Agency, accompanied by registration instructions, the
Company shall cause definitive Certificates to be delivered to Beneficial Owners
in accordance with the instructions of the Clearing Agency. The Company shall
not be liable for any delay in delivery of such instructions and may
conclusively rely on and shall be protected in relying on, such instructions.

SECTION 3.10.     MUTILATED, DESTROYED, LOST AND STOLEN CERTIFICATES.

         If any mutilated Certificate is surrendered to the Agent, the Company
shall execute and deliver to the Agent, and the Agent shall authenticate,
execute on behalf of the Holder, and deliver in exchange therefor, a new
Certificate at the cost of the Holder, evidencing the same number of Income
PRIDES or Growth PRIDES, as the case may be, and bearing a Certificate number
not contemporaneously outstanding.

         If there shall be delivered to the Company and the Agent (i) evidence
to their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) such security or indemnity at the cost of the Holder as may be required by
them to hold each of them and any agent of any of them harmless, then, in the
absence of notice to the Company or the Agent that such Certificate has been
acquired by a bona fide purchaser, the Company shall execute and deliver to the
Agent, and the Agent shall authenticate, execute on behalf of the Holder, and
deliver to the Holder, in lieu of any such destroyed, lost or stolen
Certificate, a new Certificate, evidencing the same number of Income PRIDES or
Growth PRIDES, as the case may be, and bearing a Certificate number not
contemporaneously outstanding.


                                       21

<PAGE>

         Notwithstanding the foregoing, the Company shall not be obligated to
execute and deliver to the Agent, and the Agent shall not be obligated to
authenticate, execute on behalf of the Holder, and deliver to the Holder, a
Certificate on or after the Business Day immediately preceding the earlier of
the Purchase Contract Settlement Date or the Termination Date. In lieu of
delivery of a new Certificate, upon satisfaction of the applicable conditions
specified above in this Section and receipt of appropriate registration or
transfer instructions from such Holder, the Agent shall (i) if the Purchase
Contract Settlement Date has occurred, deliver the number of shares of Common
Stock issuable in respect of the Purchase Contracts forming a part of the
Securities evidenced by such Certificate, or (ii) if a Termination Event shall
have occurred prior to the Purchase Contract Settlement Date, transfer the
Senior Notes, or the Applicable Ownership Interest of the Treasury Portfolio, as
the case may be, or the Treasury Securities, as the case may be, evidenced
thereby, in each case subject to the applicable conditions and in accordance
with the applicable provisions of Article Five hereof.

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

         Every new Certificate issued pursuant to this Section in lieu of any
destroyed, lost or stolen Certificate shall constitute an original additional
contractual obligation of the Company and of the Holder in respect of the
Security evidenced thereby, whether or not the destroyed, lost or stolen
Certificate (and the Securities evidenced thereby) shall be at any time
enforceable by anyone, and shall be entitled to all the benefits and be subject
to all the obligations of this Agreement equally and proportionately with any
and all other Certificates delivered hereunder.

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

SECTION 3.11.     PERSONS DEEMED OWNERS.

         Prior to due presentment of a Certificate for registration of transfer,
the Company and the Agent, and any agent of the Company or the Agent, may treat
the Person in whose name such Certificate is registered as the owner of the
Income PRIDES or Growth PRIDES evidenced thereby, for the purpose of receiving
interest on the Senior Notes or on the maturing interest strips of the Treasury
Portfolio, as applicable, performance of the Purchase Contracts and for all
other purposes whatsoever, whether or not interest on the Senior Notes shall be
overdue and notwithstanding any notice to the contrary, and neither the Company
nor the Agent, nor any agent of the Company or the Agent, shall be affected by
notice to the contrary.

         Notwithstanding the foregoing, with respect to any Global Certificate,
nothing herein shall prevent the Company, the Agent or any agent of the Company
or the Agent, from giving effect to any written certification, proxy or other
authorization furnished by any Clearing Agency (or its nominee), as a Holder,
with respect to such Global Certificate or impair, as between such Clearing
Agency and owners of beneficial interests in such Global Certificate, the
operation of


                                       22

<PAGE>

customary practices governing the exercise of rights of such Clearing Agency (or
its nominee) as Holder of such Global Certificate.

SECTION 3.12.     CANCELLATION.

         All Certificates surrendered for delivery of Common Stock on or after
the Purchase Contract Settlement Date, upon the transfer of Senior Notes or the
Applicable Ownership Interest of the Treasury Portfolio, as the case may be, or
Treasury Securities, as the case may be, after the occurrence of a Termination
Event or pursuant to an Early Settlement, or upon the registration of a transfer
or exchange of a Security, or a Collateral Substitution or the re-establishment
of an Income PRIDES shall, if surrendered to any Person other than the Agent, be
delivered to the Agent and, if not already cancelled, shall be promptly
cancelled by it. The Company may at any time deliver to the Agent for
cancellation any Certificates previously authenticated, executed and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all
Certificates so delivered shall, upon Issuer Order, be promptly cancelled by the
Agent. No Certificates shall be authenticated, executed on behalf of the Holder
and delivered in lieu of or in exchange for any Certificates cancelled as
provided in this Section, except as expressly permitted by this Agreement. All
cancelled Certificates held by the Agent shall be disposed of by the Agent in
accordance with its customary practices or upon written request be returned to
the Company.

         If the Company or any Affiliate of the Company shall acquire any
Certificate, such acquisition shall not operate as a cancellation of such
Certificate unless and until such Certificate is delivered to the Agent
cancelled or for cancellation.

SECTION 3.13.     ESTABLISHMENT OF GROWTH PRIDES.

         A Holder may separate the Senior Notes or the appropriate Applicable
Ownership Interest of the Treasury Portfolio, as applicable, from the related
Purchase Contracts in respect of an Income PRIDES by substituting for such
Senior Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, Treasury Securities in an aggregate principal
amount of such Senior Notes or the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as applicable (a "Collateral Substitution"), at any time from and
after the date of this Agreement and on or prior to the fifth Business Day
immediately preceding the Purchase Contract Settlement Date in the case of the
Senior Notes and on or prior to the second Business Day immediately preceding
the Purchase Contract Settlement Date in the case of the appropriate Applicable
Ownership Interest of the Treasury Portfolio, in each case by (a) depositing
with the Collateral Agent Treasury Securities having an aggregate principal
amount at maturity equal to the aggregate principal amount of the Senior Notes
comprising part of such Income PRIDES or the appropriate Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio comprising part of such Income PRIDES, as the case may be,
and (b) transferring the related Income PRIDES to the Agent accompanied by a
notice to the Agent, substantially in the form of Exhibit D hereto, stating that
the Holder has transferred the relevant amount of Treasury Securities to the
Collateral Agent and requesting that the Agent instruct the Collateral Agent to
release the Senior Notes or the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, underlying such Income PRIDES,


                                       23
<PAGE>

whereupon the Agent shall promptly give such instruction to the Collateral
Agent, substantially in the form of Exhibit C hereto. Upon receipt of the
Treasury Securities described in clause (a) above and the instruction described
in clause (b) above, in accordance with the terms of the Pledge Agreement, the
Collateral Agent will release to the Agent, on behalf of the Holder, Senior
Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, having the appropriate aggregate principal amount
in the case of such Senior Notes or the appropriate Applicable Ownership
Interest of the Treasury Portfolio, as the case may be, from the Pledge, free
and clear of the Company's security interest therein, and upon receipt thereof
the Agent shall promptly:

              (i) cancel the related Income PRIDES;

              (ii) transfer the Senior Notes or the appropriate Applicable
         Ownership Interest of the Treasury Portfolio, as the case may be, to
         the Holder; and

              (iii) authenticate, execute on behalf of such Holder and deliver a
         Growth PRIDES Certificate executed by the Company in accordance with
         Section 3.3 evidencing the same number of Purchase Contracts as were
         evidenced by the cancelled Income PRIDES.

         Holders who elect to separate the Senior Notes or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,
from the related Purchase Contract and to substitute Treasury Securities for
such Senior Notes or the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, shall be responsible for any fees or
expenses payable to the Collateral Agent for its services as Collateral Agent in
respect of the substitution, and the Company shall not be responsible for any
such fees or expenses.

         Holders may make Collateral Substitutions (i) only in integral
multiples of 40 Income PRIDES if Treasury Securities are being substituted for
by the Senior Notes, or (ii) only in integral multiples of 8,000 Income PRIDES
if Treasury Securities are being substituted for appropriate Applicable
Ownership Interest of the Treasury Portfolio.

         In the event a Holder making a Collateral Substitution pursuant to this
Section 3.13 fails to effect a book-entry transfer of the Income PRIDES or fails
to deliver an Income PRIDES Certificate(s) to the Agent after depositing
Treasury Securities with the Collateral Agent, the Senior Notes or the
appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case
may be, constituting a part of such Income PRIDES, and any interest on such
Senior Note or the Applicable Ownership Interest of the Treasury Portfolio, as
the case may be, shall be held in the name of the Agent or its nominee in trust
for the benefit of such Holder, until such Income PRIDES are so transferred or
the Income PRIDES Certificate is so delivered, as the case may be, or, with
respect to an Income PRIDES Certificate, such Holder provides evidence
satisfactory to the Company and the Agent that such Income PRIDES Certificate
has been destroyed, lost or stolen, together with any indemnity that may be
required by the Agent and the Company.

         Except as described in this Section 3.13, for so long as the Purchase
Contract underlying an Income PRIDES remains in effect, such Income PRIDES shall
not be separable into its constituent parts, and the rights and obligations of
the Holder in respect of the Senior Notes or the appropriate Applicable
Ownership Interest of the Treasury Portfolio, as the case may be, and


                                       24

<PAGE>

Purchase Contract comprising such Income PRIDES may be acquired, and may be
transferred and exchanged, only as an Income PRIDES.

SECTION 3.14.     REESTABLISHMENT OF INCOME PRIDES.

         A Holder of a Growth PRIDES may create or recreate Income PRIDES at any
time (i) on or prior to the fifth Business Day immediately preceding the
Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful
Initial Remarketing has not occurred, and (ii) on or prior to the second
Business Day immediately preceding the Purchase Contract Settlement Date, if a
Tax Event Redemption or a Successful Initial Remarketing has occurred and an
Applicable Ownership Interest in the Treasury Portfolio has become a component
of the Income PRIDES, in each case by (a) depositing with the Collateral Agent
Senior Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, having an aggregate principal amount in the case
of the Senior Notes, or an appropriate Applicable Ownership Interest (as defined
in clause (A) of the definition of such term) of the Treasury Portfolio, as the
case may be, equal to the aggregate principal amount of the Treasury Securities
comprising part of the Growth PRIDES and (b) transferring the related Growth
PRIDES to the Agent accompanied by a notice to the Agent, substantially in the
form of Exhibit D hereto, stating that the Holder has transferred the relevant
amount of Senior Notes or the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, to the Collateral Agent and requesting
that the Agent instruct the Collateral Agent to release the Treasury Securities
underlying such Growth PRIDES, whereupon the Agent shall promptly give such
instruction to the Collateral Agent, substantially in the form of Exhibit C
hereto. Upon receipt of the Senior Notes or the appropriate Applicable Ownership
Interest of the Treasury Portfolio, as the case may be, described in clause (a)
above and the instruction described in clause (b) above, in accordance with the
terms of the Pledge Agreement, the Collateral Agent will release to the Agent,
on behalf of the Holder, the Treasury Securities having a corresponding
aggregate principal amount from the Pledge, free and clear of the Company's
security interest therein, and upon receipt thereof the Agent shall promptly:

              (i) cancel the related Growth PRIDES;

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

              (iii) authenticate, execute on behalf of such Holder and deliver
         an Income PRIDES Certificate executed by the Company in accordance with
         Section 3.3 evidencing the same number of Purchase Contracts as were
         evidenced by the cancelled Growth PRIDES.

         Holders of Growth PRIDES may reestablish Income PRIDES in integral
multiples of 40 Growth PRIDES


                                       25

<PAGE>

for the same multiple of 40 Income PRIDES if a Tax Event Redemption or a
Successful Initial Remarketing has not occurred, and in integral multiples of
8,000 Growth PRIDES for 8,000 Income PRIDES if a Tax Event Redemption or a
Successful Initial Remarketing has occurred.

         In the event a Holder re-establishing Income PRIDES pursuant to this
Section 3.14 fails to effect a book-entry transfer of the Growth PRIDES or fails
to deliver a Growth PRIDES Certificate(s) to the Agent after depositing Senior
Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, with the Collateral Agent, the Treasury
Securities constituting a part of such Growth PRIDES shall be held in the name
of the Agent or its nominee in trust for the benefit of such Holder, until such
Growth PRIDES are so transferred or the Growth PRIDES Certificate is so
delivered, as the case may be, or, with respect to a Growth PRIDES Certificate,
such Holder provides evidence satisfactory to the Company and the Agent that
such Growth PRIDES Certificate has been destroyed, lost or stolen, together with
any indemnity that may be required by the Agent and the Company.

         Except as provided in this Section 3.14, for so long as the Purchase
Contract underlying a Growth PRIDES remains in effect, such Growth PRIDES shall
not be separable into its constituent parts and the rights and obligations of
the Holder of such Growth PRIDES in respect of the Treasury Security and
Purchase Contract comprising such Growth PRIDES may be acquired, and may be
transferred and exchanged, only as a Growth PRIDES.

SECTION 3.15.     TRANSFER OF COLLATERAL UPON OCCURRENCE OF TERMINATION EVENT.

         Upon the occurrence of a Termination Event and the transfer to the
Agent of the Senior Notes, the appropriate Applicable Ownership Interest of the
Treasury Portfolio or the Treasury Securities, as the case may be, underlying
the Income PRIDES and the Growth PRIDES pursuant to the terms of the Pledge
Agreement, the Agent shall request transfer instructions with respect to such
Senior Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio or Treasury Securities, as the case may be, from each Holder by
written request mailed to such Holder at its address as it appears in the Income
PRIDES Register or the Growth PRIDES Register, as the case may be. Upon
book-entry transfer of the Income PRIDES or Growth PRIDES or delivery of an
Income PRIDES Certificate or a Growth PRIDES Certificate to the Agent with such
transfer instructions, the Agent shall transfer the Senior Notes, the Applicable
Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case
may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, to
such Holder by book-entry transfer, or other appropriate procedures, in
accordance with such instructions; provided, however, that, to the extent that a
Holder of Income PRIDES or Growth PRIDES would otherwise be entitled to receive
less than $1,000 principal amount at maturity of the Treasury Portfolio or the
Treasury Securities, the Agent shall dispose of such securities for cash, and
transfer the appropriate amount of such cash to such Holder in accordance with
such Holder's instructions. In the event a Holder of Income PRIDES or Growth
PRIDES fails to effect such transfer or delivery, the Senior Notes, the
appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury
Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES,
as the case may be, and any distributions thereon, shall be held in the name of
the Agent or its nominee in trust for the benefit of such Holder, until such
Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate
or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory
evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has
been destroyed, lost or stolen, together with any indemnity that may be required
by the Agent and the Company.


                                       26

<PAGE>

SECTION 3.16.     CUSIP NUMBERS.

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

                                   ARTICLE IV
                                THE SENIOR NOTES

SECTION 4.1.      INTEREST AND OTHER PAYMENTS; RIGHTS TO PAYMENTS PRESERVED;
                  RATE RESET; NOTICE

         Interest on any Senior Note or on the appropriate Applicable Ownership
Interest in the Treasury Portfolio, as the case may be, which is made on any
Payment Date shall, subject to receipt thereof by the Agent from the Collateral
Agent as provided by the terms of the Pledge Agreement, be paid to the Person in
whose name the Income PRIDES Certificate (or one or more Predecessor Income
PRIDES Certificates) of which such Senior Note or the appropriate Applicable
Ownership Interest of the Treasury Portfolio, as the case may be, is a part is
registered at the close of business on the Record Date for such Payment Date.

         Each Income PRIDES Certificate evidencing Senior Notes delivered under
this Agreement upon registration of transfer of or in exchange for or in lieu of
any other Income PRIDES Certificate shall carry the rights to accrued and unpaid
interest, and other amounts that are to accrue, which were or will be carried by
the Senior Notes underlying such other Income PRIDES Certificate.

         In the case of any Income PRIDES with respect to which Cash Settlement
of the underlying Purchase Contract is effected on the Business Day immediately
preceding the Purchase Contract Settlement Date pursuant to prior notice, or
with respect to which Early Settlement of the underlying Purchase Contract is
effected on an Early Settlement Date, or with respect to which a Collateral
Substitution is effected, in each case on a date that is after any Record Date
and on or prior to the next succeeding Payment Date, interest on the Senior
Notes or distributions on the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, underlying such Income PRIDES otherwise
payable on such Payment Date shall be payable on such Payment Date
notwithstanding such Cash Settlement or Early Settlement or Collateral
Substitution, and such distributions shall, subject to receipt thereof by the
Agent, be payable to the Person in whose name the Income PRIDES Certificate (or
one or more Predecessor Certificates) was registered at the close of business on
the Record Date. Except as otherwise expressly provided in the immediately
preceding sentence, in the case of any Income PRIDES with respect to which Cash
Settlement or Early Settlement of the underlying Purchase Contract is effected
on the Business Day immediately preceding the Purchase Contract Settlement Date
or an Early Settlement Date, as the case may be, or with respect to which a
Collateral Substitution has been effected, distributions on the related Senior
Notes or on the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, that


                                       27

<PAGE>

would otherwise be payable after the Purchase Contract Settlement Date or Early
Settlement Date shall not be payable hereunder to the Holder of such Income
PRIDES; provided, however, that to the extent that such Holder continues to hold
the separated Senior Notes that formerly comprised a part of such Holder's
Income PRIDES, such Holder shall be entitled to receive any payments made on
such separated Senior Notes.

         The applicable Coupon Rate on the Notes on and after August 17, 2004
will be reset on the Initial Remarketing Date to the applicable Reset Rate (such
Reset Rate to be in effect on and after August 17, 2004), except in the event of
a Failed Initial Remarketing. In the event of a Failed Initial Remarketing, the
applicable Coupon Rate on the Notes outstanding on and after the Purchase
Contract Settlement Date will be reset on the Secondary Remarketing Date to the
applicable Reset Rate (such Reset Rate to be in effect on and after the Purchase
Contract Settlement Date). On the applicable Reset Announcement Date, the Reset
Spread and the Two-Year Benchmark Treasury or Two and One-Quarter Benchmark
Treasury, as applicable, to be used to determine the Reset Rate will be
announced by the Company. On the Business Day immediately following the Reset
Announcement Date, the Holders of Notes will be notified of such Reset Spread
and Two-Year Benchmark Treasury or Two and One-Quarter Benchmark Treasury, as
applicable, by the Company. Such notice shall be sufficiently given to Holders
of Notes if published in an Authorized Newspaper in The City of New York.

         Not less than 7 calendar days nor more than 15 calendar days prior to
the Reset Announcement Date, the Company will notify DTC or its nominee (or any
successor Clearing Agency or its nominee) by first-class mail, postage prepaid,
to notify the Beneficial Owners or Clearing Agency Participants holding Income
PRIDES or Growth PRIDES, of such Reset Announcement Date and the procedures to
be followed by such Holders of Income PRIDES who intend to settle their
obligation under the Purchase Contract with separate cash on the Purchase
Contract Settlement Date.

SECTION 4.2.      NOTICE AND VOTING.

         Under the terms of the Pledge Agreement, the Agent will be entitled to
exercise the voting and any other consensual rights pertaining to the Senior
Notes pledged with the Collateral Agent but only to the extent instructed by the
Holders as described below. Upon receipt of notice of any meeting at which
holders of Senior Notes are entitled to vote or upon any solicitation of
consents, waivers or proxies of holders of Senior Notes, the Agent shall, as
soon as practicable thereafter, mail to the Holders of Income PRIDES a notice
(a) containing such information as is contained in the notice or solicitation,
(b) stating that each Holder on the record date set by the Agent therefor
(which, to the extent possible, shall be the same date as the record date for
determining the holders of Senior Notes entitled to vote) shall be entitled to
instruct the Agent as to the exercise of the voting rights pertaining to the
Senior Notes underlying their Income PRIDES and (c) stating the manner in which
such instructions may be given. Upon the written request of the Holders of
Income PRIDES on such record date, the Agent shall endeavor insofar as
practicable to vote or cause to be voted, in accordance with the instructions
set forth in such requests, the maximum number of Senior Notes as to which any
particular voting instructions are received. In the absence of specific
instructions from the Holder of an Income PRIDES, the Agent shall abstain from
voting the Senior Note underlying such Income PRIDES. The Company


                                       28

<PAGE>

hereby agrees, if applicable, to solicit Holders of Income PRIDES to timely
instruct the Agent in order to enable the Agent to vote such Senior Notes.

SECTION 4.3.      TAX EVENT REDEMPTION.

         Upon the occurrence of a Tax Event Redemption prior to November 17,
2004, or in the event of a Failed Initial Remarketing, prior to the Purchase
Contract Settlement Date, pursuant to the terms of the Pledge Agreement, the
Collateral Agent will apply, out of the aggregate Redemption Price for the
Senior Notes that are components of Income PRIDES, an amount equal to the
aggregate Redemption Amount for the Senior Notes that are components of Income
PRIDES to purchase on behalf of the Holders of Income PRIDES the Treasury
Portfolio and promptly remit the remaining portion of such Redemption Price to
the Agent for payment to the Holders of such Income PRIDES. The Treasury
Portfolio will be substituted for the pledged Senior Notes, and will be held by
the Collateral Agent in accordance with the terms of the Pledge Agreement to
secure the obligation of each Holder of an Income PRIDES to purchase the Common
Stock of the Company under the Purchase Contract constituting a part of such
Income PRIDES. Following the occurrence of a Tax Event Redemption prior to
November 17, 2004, or, in the event of a Failed Initial Remarketing, prior to
the Purchase Contract Settlement Date, the Holders of Income PRIDES and the
Collateral Agent shall have such security interests, rights and obligations with
respect to the Treasury Portfolio as the Holder of Income PRIDES and the
Collateral Agent had in respect of the Senior Notes, as the case may be, subject
to the Pledge thereof as provided in Sections 2, 3, 4, 5 and 6 of the Pledge
Agreement, and any reference herein or in the Certificates to the Senior Note
shall be deemed to be a reference to such Treasury Portfolio and any reference
herein or in the Certificates to interest on the Senior Notes shall be deemed to
be a reference to corresponding distributions on the Treasury Portfolio. The
Company may cause to be made in any Income PRIDES Certificates thereafter to be
issued such change in phraseology and form (but not in substance) as may be
appropriate to reflect the substitution of the Treasury Portfolio for Senior
Notes as collateral.

                                    ARTICLE V
                             THE PURCHASE CONTRACTS

SECTION 5.1.      PURCHASE OF COMMON STOCK.

         Each Purchase Contract shall, unless an Early Settlement has occurred
in accordance with Section 5.8 hereof, obligate the Holder of the related
Security to purchase, and the Company to sell, on the Purchase Contract
Settlement Date at a price equal to the Stated Amount (the "Purchase Price"), a
number of newly issued shares of Common Stock equal to the Settlement Rate
unless, on or prior to the Purchase Contract Settlement Date, there shall have
occurred a Termination Event with respect to the Security of which such Purchase
Contract is a part. The "Settlement Rate" is equal to (a) if the Applicable
Market Value (as defined below) is equal to or greater than $84.065 (the
"Threshold Appreciation Price"), 0.2974 shares of Common Stock per Purchase
Contract, (b) if the Applicable Market Value is less than the Threshold
Appreciation Price, but is greater than $73.10 (the "Threshold Depreciation
Price"), $200,000,000 divided by the Applicable Market Value and (c) if the
Applicable Market Value is less than or equal to Threshold Depreciation Price,
0.3420 shares of Common Stock per Purchase Contract, in each case subject to
adjustment as provided in Section 5.4 (and in each case rounded upward or


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<PAGE>

downward to the nearest 1/10,000th of a share). As provided in Section 5.9, no
fractional shares of Common Stock will be issued upon settlement of Purchase
Contracts.

         The "Applicable Market Value" means the average of the Closing Prices
per share of Common Stock on each of the 20 consecutive Trading Days ending on
the third Trading Day immediately preceding the Purchase Contract Settlement
Date.

         The "Closing Price" of the Common Stock on any date of determination
means the closing sale price (or, if no closing price is reported, the last
reported sale price) of the Common Stock on the New York Stock Exchange (the
"NYSE") on such date or, if the Common Stock is not listed for trading on the
NYSE on any such date, as reported in the composite transactions for the
principal United States securities exchange on which the Common Stock is so
listed, or if the Common Stock is not so listed on a United States national or
regional securities exchange, as reported by The Nasdaq Stock Market, or, if the
Common Stock is not so reported, the last quoted bid price for the Common Stock
in the over-the-counter market as reported by the National Quotation Bureau or
similar organization, or, if such bid price is not available, the market value
of the Common Stock on such date as of 4:00 p.m., New York City time, as
determined by a nationally recognized independent investment banking firm
retained for this purpose by the Company.

         A "Trading Day" means a day on which the Common Stock (A) is not
suspended from trading on any national or regional securities exchange or
association or over-the-counter market at the close of business and (B) has
traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of the Common Stock.

         Each Holder of an Income PRIDES or a Growth PRIDES, by its acceptance
thereof, irrevocably authorizes the Agent to enter into and perform the related
Purchase Contract on its behalf as its attorney-in-fact (including the execution
of Certificates on behalf of such Holder), agrees to be bound by the terms and
provisions thereof, covenants and agrees to perform its obligations under such
Purchase Contracts, and consents to the provisions hereof, irrevocably
authorizes the Agent as its attorney-in-fact to enter into and perform the
Pledge Agreement on its behalf as its attorney-in-fact, and consents to and
agrees to be bound by the Pledge of the Senior Notes or the Treasury Securities
pursuant to the Pledge Agreement; provided that upon a Termination Event, the
rights of the Holder of such Security under the Purchase Contract may be
enforced without regard to any other rights or obligations. Each Holder of an
Income PRIDES or a Growth PRIDES, by its acceptance thereof, further covenants
and agrees, that, to the extent and in the manner provided in Section 5.3 and
the Pledge Agreement, but subject to the terms thereof, payments in respect of
the Stated Amount of the Senior Notes or the Proceeds of the Treasury
Securities, the Senior Notes or the Treasury Portfolio, as applicable, on the
Purchase Contract Settlement Date shall be paid by the Collateral Agent to the
Company in satisfaction of such Holder's obligations under such Purchase
Contract and such Holder shall acquire no right, title or interest in such
payments.

         Upon registration of transfer of a Certificate, the transferee shall be
bound (without the necessity of any other action on the part of such
transferee), under the terms of this Agreement, the Purchase Contracts
underlying such Certificate and the Pledge Agreement and the transferor


                                       30

<PAGE>

shall be released from the obligations under this Agreement, the Purchase
Contracts underlying the Certificates so transferred and the Pledge Agreement.
The Company covenants and agrees, and each Holder of a Certificate, by its
acceptance thereof, likewise covenants and agrees, to be bound by the provisions
of this paragraph.

SECTION 5.2.      INITIAL REMARKETING.

         Unless a Tax Event Redemption has occurred, the Company shall engage a
nationally recognized investment bank (the "Remarketing Agent") pursuant to the
Remarketing Agreement to sell the Notes (the "Initial Remarketing") on the third
Business Day immediately preceding August 17, 2004 (the "Initial Remarketing
Date"). In order to facilitate the remarketing, the Agent shall notify, by 10:00
a.m., New York City time, on the Business Day immediately preceding the Initial
Remarketing Date, the Remarketing Agent of the aggregate principal amount of
Notes to be remarketed. Concurrently, the Collateral Agent, pursuant to the
terms of the Pledge Agreement, will present for remarketing such Notes to the
Remarketing Agent. Upon receipt of such notice from the Agent and such Notes
from the Collateral Agent, the Remarketing Agent will, on the Initial
Remarketing Date, use its reasonable efforts to remarket such Notes on such date
at a price of approximately 100.5% (but not less than 100%) of the Treasury
Portfolio Purchase Price. If the Remarketing Agent is able to remarket the Notes
at a price equal to or greater than 100% of the Treasury Portfolio Purchase
Price (a "Successful Initial Remarketing"), the portion of the proceeds from
such Successful Initial Remarketing equal to the Treasury Portfolio Purchase
Price will be applied to purchase the Treasury Portfolio. In addition, the
Remarketing Agent may deduct as a remarketing fee ("Remarketing Fee") an amount
equal to 25 basis points (0.25%) of the Treasury Portfolio Purchase Price from
any amount of such proceeds in excess of the Treasury Portfolio Purchase Price.
Any proceeds in excess of those required to pay the Treasury Portfolio Purchase
Price and the Remarketing Fee will be remitted to the Agent for payment to the
Holders of the related Income PRIDES. Income PRIDES Holders whose Notes are so
remarketed will not otherwise be responsible for the payment of any Remarketing
Fee in connection therewith. The Treasury Portfolio will be substituted for the
Notes of Holders of Income PRIDES and will be pledged to the Collateral Agent to
secure the Income PRIDES Holders' obligation to pay the Purchase Price for the
Common Stock under the related Purchase Contracts on the Purchase Contract
Settlement Date. Following the occurrence of a Successful Initial Remarketing,
the Holders of Income PRIDES and the Collateral Agent shall have such security
interests, rights and obligations with respect to the Treasury Portfolio as the
Holder of Income PRIDES and the Collateral Agent had in respect of the Notes, as
the case may be, subject to the Pledge thereof as provided in Sections 2, 3, 4,
5 and 6 of the Pledge Agreement, and any reference herein or in the Certificates
to the Notes shall be deemed to be a reference to such Treasury Portfolio and
any reference herein or in the Certificates to interest on the Notes shall be
deemed to be a reference to corresponding distributions on the Treasury
Portfolio. The Company may cause to be made in any Income PRIDES Certificates
thereafter to be issued such change in phraseology and form (but not in
substance) as may be appropriate to reflect the substitution of the Treasury
Portfolio for Notes as collateral.

         If, in spite of using its reasonable efforts, the Remarketing Agent
cannot remarket the related Notes (other than to the Company) of such Holders of
Income PRIDES at a price not less than 100% of the Treasury Portfolio Purchase
Price, the remarketing will be deemed to have failed (a "Failed Initial
Remarketing"). The Company will cause a notice of a Failed Initial


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<PAGE>

Remarketing to be published on the second Business Day immediately preceding
August 17, 2004 in a daily newspaper in the English language of general
circulation in The City of New York, which is expected to be The Wall Street
Journal.

SECTION 5.3.      PAYMENT OF PURCHASE PRICE.

         (a) (i) Unless a Tax Even Redemption has occurred or a Holder settles
the underlying Purchase Contract through the early delivery of cash to the Agent
in the manner described in Section 5.8, each Holder of an Income PRIDES must
notify the Agent by use of a notice in substantially the form of Exhibit E
hereto of its intention to pay in cash ("Cash Settlement") the Purchase Price
for the Common Stock to be purchased pursuant to a Purchase Contract. Such
notice shall be made on or prior to 5:00 p.m., New York City time, on the fifth
Business Day immediately preceding the Purchase Contract Settlement Date. The
Agent shall promptly notify the Collateral Agent of the receipt of such a notice
from a Holder intending to make a Cash Settlement.

         (ii) A Holder of an Income PRIDES who has so notified the Agent of its
intention to make a Cash Settlement is required to pay the Purchase Price to the
Collateral Agent prior to 11:00 a.m., New York City time, on the Business Day
immediately preceding the Purchase Contract Settlement Date in lawful money of
the United States by certified or cashiers' check or wire transfer, in each case
in immediately available funds payable to or upon the order of the Company. Any
cash received by the Collateral Agent will be invested promptly by the
Collateral Agent in Permitted Investments and paid to the Company on the
Purchase Contract Settlement Date in settlement of the Purchase Contract in
accordance with the terms of this Agreement and the Pledge Agreement. Any funds
received by the Collateral Agent in respect of the investment earnings from the
investment in such Permitted Investments will be distributed to the Agent when
received for payment to the Holder.

         (iii) If a Holder of an Income PRIDES fails to notify the Agent of its
intention to make a Cash Settlement in accordance with paragraph (a)(i) above,
such failure shall constitute an event of default and the Holder shall be deemed
to have consented to the disposition of the pledged Senior Notes pursuant to the
remarketing as described in paragraph (b) below. If a Holder of an Income PRIDES
does notify the Agent as provided in paragraph (a)(i) above of its intention to
pay the Purchase Price in cash, but fails to make such payment as required by
paragraph (a)(ii) above, such failure shall also constitute a default; however,
the Senior Notes of such a Holder will not be remarketed but instead the
Collateral Agent, for the benefit of the Company, will exercise its rights as a
secured party with respect to such Senior Notes, including those rights
specified in paragraph (c) below.

         (b) Unless a Tax Event Redemption or a Successful Initial Remarketing
has occurred, the Notes of Income PRIDES Holders who have not notified the Agent
of their intention to effect a Cash Settlement as provided in paragraph (a)(i)
above will be sold by the Remarketing Agent (the "Secondary Remarketing") on the
third Business Day immediately preceding the Purchase Contract Settlement Date
(the "Secondary Remarketing Date"). The Agent shall notify, by 10:00 a.m., New
York City time, on the Business Day immediately preceding the Secondary
Remarketing Date, the Remarketing Agent of the aggregate principal amount of
Notes to be


                                       32

<PAGE>

remarketed. Concurrently, the Collateral Agent, pursuant to the
terms of the Pledge Agreement, will present for remarketing such Notes to the
Remarketing Agent. Upon receipt of such notice from the Agent and such Notes
from the Collateral Agent, the Remarketing Agent will, on the Secondary
Remarketing Date, use its reasonable efforts to remarket such Notes on such date
at a price of approximately 100.5% (but not less than 100%) of the aggregate
principal amount of such Notes. If the Remarketing Agent is able to remarket the
Notes at a price equal to or greater than 100% of the aggregate principal amount
of Notes (a "Successful Secondary Remarketing"), the Remarketing Agent will
remit the entire amount of the proceeds from such Successful Secondary
Remarketing to the Collateral Agent; provided, however, that the Remarketing
Agent may deduct as the Remarketing Fee an amount equal to 25 basis points
(0.25%) of the aggregate principal amount of the remarketed Notes from any
amount of the proceeds of a Successful Secondary Remarketing in excess of the
aggregate principal amount of the remarketed Notes. The portion of the proceeds
equal to the aggregate principal amount of Notes will automatically be applied
by the Collateral Agent, in accordance with the Pledge Agreement, to satisfy in
full such Income PRIDES holders' obligations to pay the Purchase Price for the
Common Stock under the related Purchase Contracts on the Purchase Contract
Settlement Date. Any proceeds in excess of those required to pay the Purchase
Price and the Remarketing Fee will be remitted to the Agent for payment to the
Holders of the related Income PRIDES. Income PRIDES Holders whose Notes are so
remarketed will not otherwise be responsible for the payment of any Remarketing
Fee in connection therewith. If, in spite of using its reasonable efforts, the
Remarketing Agent cannot remarket the related Notes (other than to the Company)
of such Holders of Income PRIDES at a price not less than 100% of the aggregate
principal amount of the Notes, the remarketing will be deemed to have failed (a
"Failed Secondary Remarketing") and in accordance with the terms of the Pledge
Agreement the Collateral Agent for the benefit of the Company will exercise its
rights as a secured party with respect to such Notes, including those actions
specified in paragraph (c) below. The Company will cause a notice of such Failed
Secondary Remarketing to be published on the second Business Day immediately
preceding the Purchase Contract Settlement Date in a daily newspaper in the
English language of general circulation in The City of New York, which is
expected to be The Wall Street Journal.

         (c) With respect to any Senior Notes beneficially owned by Holders who
have elected Cash Settlement but failed to deliver cash as required in (a)(ii)
above, or with respect to Senior Notes which are subject to a Failed Secondary
Remarketing, the Collateral Agent for the benefit of the Company reserves all of
its rights as a secured party with respect thereto and, subject to applicable
law and paragraph (g) below, may, among other things, (i) retain the Senior
Notes in full satisfaction of the Holders obligations under the Purchase
Contracts or (ii) sell the Senior Notes in one or more public or private sales.

         (d) (i) Unless a Holder of Growth PRIDES settles the underlying
Purchase Contract through the early delivery of cash to the Agent in the manner
described in Section 5.7 or a Tax Event Redemption or a successful Initial
Remarketing has occurred, each Holder of a Growth PRIDES must notify the Agent
by use of a notice in substantially the form of Exhibit E hereto of its
intention to pay in cash the Purchase Price for the Common Stock to be purchased
pursuant to a Purchase Contract on or prior to 5:00 p.m., New York City time, on
the second Business Day immediately preceding the Purchase Contract Settlement
Date.


                                       33

<PAGE>

         (ii) A Holder of a Growth PRIDES who has so notified the Agent of its
intention to make a Cash Settlement in accordance with paragraph (d)(i) above is
required to pay the Purchase Price to the Collateral Agent prior to 11:00 a.m.,
New York City time, on the Business Day immediately preceding the Purchase
Contract Settlement Date in lawful money of the United States by certified or
cashiers' check or wire transfer, in each case in immediately available funds
payable to or upon the order of the Company. Any cash received by the Collateral
Agent will be invested promptly by the Collateral Agent in specific Permitted
Investments as directed in writing by the Company and paid to the Company on the
Purchase Contract Settlement Date in settlement of the Purchase Contract in
accordance with the terms of this Agreement and the Pledge Agreement. Any funds
received by the Collateral Agent in respect of the investment earnings from the
investment in such Permitted Investments will be distributed to the Agent when
received for payment to the Holder.

         (iii) If a Holder of a Growth PRIDES notifies the Agent of its
intention to make a Cash Settlement in accordance with paragraph (d)(i) above,
but fails to make such payment as required by paragraph (d)(ii) above, then upon
the maturity of the Pledged Treasury Securities held by the Collateral Agent on
the Business Day immediately prior to the Purchase Contract Settlement Date, the
principal amount at maturity of the Treasury Securities or the Applicable
Ownership Interest (as defined in clause (A) of the definition of such term) of
the Treasury Portfolio, received by the Collateral Agent will be invested
promptly in specific overnight Permitted Investments as directed in writing by
the Company. On the Purchase Contract Settlement Date, an amount equal to the
Purchase Price will be remitted to the Company as payment thereof without
receiving any instructions from the Holder. In the event the sum of the proceeds
from the related Pledged Treasury Securities and the investment earnings earned
from such investments is in excess of the aggregate Purchase Price of the
Purchase Contracts being settled thereby, the Collateral Agent will distribute
such excess to the Agent for the benefit of the Holder of the related Growth
PRIDES when received.

         (e) Any distribution to Holders of excess funds and interest described
above shall be payable at the office of the Agent in The City of New York
maintained for that purpose or, at the option of the Holder, by check mailed to
the address of the Person entitled thereto at such address as it appears on the
Register.

         (f) Unless a Holder settles the underlying Purchase Contract through
the early delivery of cash to the Collateral Agent in the manner described
herein, the Company shall not be obligated to issue any Common Stock in respect
of a Purchase Contract or deliver any certificate therefor to the Holder unless
it shall have received payment in full of the Purchase Price for the Common
Stock to be purchased thereunder in the manner herein set forth.

         (g) Upon Cash Settlement of any Purchase Contract, (i) the Collateral
Agent will in accordance with the terms of the Pledge Agreement cause the
Pledged Senior Notes or the Pledged Treasury Securities underlying the relevant
Security to be released from the Pledge by the Collateral Agent free and clear
of any security interest of the Company and transferred to the Agent for
delivery to the Holder thereof or its designee as soon as practicable and (ii)
subject to the receipt thereof from the Collateral Agent, the Agent shall, by
book-entry transfer, or other appropriate procedures, in accordance with
instructions provided by the Holder thereof, transfer such Senior Notes or such
Treasury Securities (or, if no such instructions are given to the Agent


                                       34

<PAGE>

by the Holder, the Agent shall hold such Senior Notes or such Treasury
Securities, and any dividends or distributions thereon, in the name of the Agent
or its nominee in trust for the benefit of such Holder).

         (h) The obligations of the Holders to pay the Purchase Price are
non-recourse obligations and are payable solely out of any Cash Settlement or
the proceeds of any Collateral Pledged to secure the obligations of the Holders
and in no event will Holders be liable for any deficiency between the proceeds
of Collateral disposition and the Purchase Price.

SECTION 5.4.      ISSUANCE OF COMMON STOCK.

         Unless a Termination Event shall have occurred on or prior to the
Purchase Contract Settlement Date or an Early Settlement shall have occurred, on
the Purchase Contract Settlement Date, upon its receipt of payment in full of
the Purchase Price for the Common Stock purchased by the Holders pursuant to the
foregoing provisions of this Article and subject to Section 5.5(b), the Company
shall issue and deposit with the Agent, for the benefit of the Holders of the
Outstanding Securities, one or more certificates representing the newly issued
shares of Common Stock registered in the name of the Agent (or its nominee) as
custodian for the Holders (such certificates for Common Stock, together with any
dividends or distributions for which a record date and payment date for such
dividend or distribution has occurred after the Purchase Contract Settlement
Date, being hereinafter referred to as the "Purchase Contract Settlement Fund")
to which the Holders are entitled hereunder. Subject to the foregoing, upon
surrender of a Certificate to the Agent on or after the Purchase Contract
Settlement Date, together with settlement instructions thereon duly completed
and executed, the Holder of such Certificate shall be entitled to receive in
exchange therefor a certificate representing that number of whole shares of
Common Stock which such Holder is entitled to receive pursuant to the provisions
of this Article Five (after taking into account all Securities then held by such
Holder) together with cash in lieu of fractional shares as provided in Section
5.9 and any dividends or distributions with respect to such shares constituting
part of the Purchase Contract Settlement Fund, but without any interest thereon,
and the Certificate so surrendered shall forthwith be cancelled. Such shares
shall be registered in the name of the Holder or the Holder's designee as
specified in the settlement instructions provided by the Holder to the Agent. If
any Common Stock issued in respect of a Purchase Contract are to be registered
to a Person other than the Person in whose name the Certificate evidencing such
Purchase Contract is registered, no such registration shall be made unless the
Person requesting such registration has paid any transfer and other taxes
required by reason of such registration in a name other than that of the
registered Holder of the Certificate evidencing such Purchase Contract or has
established to the satisfaction of the Company that such tax either has been
paid or is not payable.

SECTION 5.5.      ADJUSTMENT OF SETTLEMENT RATE.

         (a) ADJUSTMENTS FOR DIVIDENDS, DISTRIBUTIONS, STOCK SPLITS, ETC.

              (1) In case the Company shall pay or make a dividend or other
distribution on the Common Stock in Common Stock, the Settlement Rate, as in
effect at the opening of business on the day following the date fixed for the
determination of shareholders entitled to receive such dividend or other
distribution shall be increased by dividing such Settlement Rate by a fraction


                                       35

<PAGE>

of which the numerator shall be the number of shares of Common Stock outstanding
at the close of business on the date fixed for such determination and the
denominator shall be the sum of such number of shares and the total number of
shares constituting such dividend or other distribution, such increase to become
effective immediately after the opening of business on the day following the
date fixed for such determination. For the purposes of this paragraph (1), the
number of shares of Common Stock at the time outstanding shall not include
shares held in the treasury of the Company but shall include any shares issuable
in respect of any scrip certificates issued in lieu of fractions of shares of
Common Stock. The Company will not pay any dividend or make any distribution on
Common Stock held in the treasury of the Company.

              (2) In case the Company shall issue rights, options or warrants to
all holders of its Common Stock (not being available on an equivalent basis to
Holders of the Securities upon settlement of the Purchase Contracts underlying
such Securities) entitling them, for a period expiring within 45 days after the
record date for the determination of shareholders entitled to receive such
rights, options or warrants, to subscribe for or purchase Common Stock at a
price per share less than the Current Market Price per share of Common Stock on
the date fixed for the determination of shareholders entitled to receive such
rights, options or warrants (other than pursuant to a dividend reinvestment
plan), the Settlement Rate in effect at the opening of business on the day
following the date fixed for such determination shall be increased by dividing
such Settlement Rate by a fraction, the numerator of which shall be the number
of shares of Common Stock outstanding at the close of business on the date fixed
for such determination plus the number of shares of Common Stock which the
aggregate of the offering price of the total number of shares of Common Stock so
offered for subscription or purchase would purchase at such Current Market Price
and the denominator of which shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for such determination
plus the number of shares of Common Stock so offered for subscription or
purchase, such increase to become effective immediately after the opening of
business on the day following the date fixed for such determination. For the
purposes of this paragraph (2), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Company but
shall include any shares issuable in respect of any scrip certificates issued in
lieu of fractions of shares of Common Stock. The Company shall not issue any
such rights, options or warrants in respect of Common Stock held in the treasury
of the Company.

              (3) In case outstanding Common Stock shall be subdivided or split
into a greater number of shares of Common Stock, the Settlement Rate in effect
at the opening of business on the day following the day upon which such
subdivision or split becomes effective shall be proportionately increased, and,
conversely, in case outstanding Common Stock shall each be combined into a
smaller number of shares of Common Stock, the Settlement Rate in effect at the
opening of business on the day following the day upon which such combination
becomes effective shall be proportionately reduced, such increase or reduction,
as the case may be, to become effective immediately after the opening of
business on the day following the day upon which such subdivision, split or
combination becomes effective.

              (4) In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock evidences of its indebtedness or
assets (including securities, but excluding any rights or warrants referred to
in paragraph (2) of this Section, any dividend or distribution paid exclusively
in cash and any dividend or distribution referred to in paragraph (1) of this


                                       36

<PAGE>

Section), the Settlement Rate shall be adjusted so that the same shall equal the
rate determined by dividing the Settlement Rate in effect immediately prior to
the close of business on the date fixed for the determination of shareholders
entitled to receive such distribution by a fraction, the numerator of which
shall be the Current Market Price per share of Common Stock on the date fixed
for such determination less the then fair market value (as determined by the
Board of Directors, whose determination shall be conclusive and described in a
Board Resolution filed with the Agent) of the portion of the assets or evidences
of indebtedness so distributed applicable to one share of Common Stock and the
denominator of which shall be such Current Market Price per Ordinary Share, such
adjustment to become effective immediately prior to the opening of business on
the day following the date fixed for the determination of shareholders entitled
to receive such distribution. In any case in which this paragraph (4) is
applicable, paragraph (2) of this Section shall not be applicable.

              (5) In case the Company shall, (I) by dividend or otherwise,
distribute to all holders of its Common Stock cash (excluding any cash that is
distributed in a Reorganization Event to which Section 5.4(b) applies or as part
of a distribution referred to in paragraph (4) of this Section) in an aggregate
amount that, combined together with (II) the aggregate amount of any other
distributions to all holders of its Common Stock made exclusively in cash within
the 12 months preceding the date of payment of such distribution and in respect
of which no adjustment pursuant to this paragraph (5) or paragraph (6) of this
Section has been made and (III) the aggregate of any cash plus the fair market
value (as determined by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution) of consideration payable in
respect of any tender or exchange offer by the Company or any of its
subsidiaries for all or any portion of the Common Stock concluded within the 12
months preceding the date of payment of the distribution described in clause (I)
above and in respect of which no adjustment pursuant to this paragraph (5) or
paragraph (6) of this Section has been made, exceeds 5% of the product of the
Current Market Price per share of Common Stock on the date for the determination
of holders of Common Stock entitled to receive such distribution times the
number of shares of Common Stock outstanding on such date, then, and in each
such case, immediately after the close of business on such date for
determination, the Settlement Rate shall be increased so that the same shall
equal the rate determined by dividing the Settlement Rate in effect immediately
prior to the close of business on the date fixed for determination of the
stockholders entitled to receive such distribution by a fraction (i) the
numerator of which shall be equal to the Current Market Price per share of
Common Stock on the date fixed for such determination less an amount equal to
the quotient of (x) the combined amount distributed or payable in the
transactions described in clauses (I), (II) and (III) above and (y) the number
of shares of Common Stock outstanding on such date for determination and (ii)
the denominator of which shall be equal to the Current Market Price per share of
Common Stock on such date for determination.

              (6) In case (I) a tender or exchange offer made by the Company or
any subsidiary of the Company for all or any portion of the Common Stock shall
expire and such tender or exchange offer (as amended upon the expiration
thereof) shall require the payment to shareholders (based on the acceptance (up
to any maximum specified in the terms of the tender or exchange offer) of
Purchased Shares) of an aggregate consideration having a fair market value (as
determined by the Board of Directors, whose determination shall be conclusive
and described in a Board Resolution) that combined together with (II) the
aggregate of the cash plus the fair


                                       37

<PAGE>

market value (as determined by the Board of Directors, whose determination shall
be conclusive and described in a Board Resolution), as of the expiration of such
tender or exchange offer, of consideration payable in respect of any other
tender or exchange offer, by the Company or any subsidiary of the Company for
all or any portion of the Common Stock expiring within the 12 months preceding
the expiration of such tender or exchange offer and in respect of which no
adjustment pursuant to paragraph (5) of this Section or this paragraph (6) has
been made and (III) the aggregate amount of any distributions to all holders of
the Company's Common Stock made exclusively in cash within the 12 months
preceding the expiration of such tender or exchange offer and in respect of
which no adjustment pursuant to paragraph (5) of this Section or this paragraph
(6) has been made, exceeds 15% of the product of the Current Market Price per
share of Common Stock as of the last time (the "Expiration Time") tenders could
have been made pursuant to such tender or exchange offer (as it may be amended)
times the number of shares of Common Stock outstanding (including any tendered
shares) on the Expiration Time, then, and in each such case, immediately prior
to the opening of business on the day after the date of the Expiration Time, the
Settlement Rate shall be adjusted so that the same shall equal the rate
determined by dividing the Settlement Rate immediately prior to the close of
business on the date of the Expiration Time by a fraction (i) the numerator of
which shall be equal to (A) the product of (I) the Current Market Price per
share of Common Stock on the date of the Expiration Time and (II) the number of
shares of Common Stock outstanding (including any tendered shares) on the
Expiration Time less (B) the amount of cash plus the fair market value
(determined as aforesaid) of the aggregate consideration payable to shareholders
based on the transactions described in clauses (I), (II) and (III) above
(assuming in the case of clause (I) the acceptance, up to any maximum specified
in the terms of the tender or exchange offer, of Purchased Shares), and (ii) the
denominator of which shall be equal to the product of (A) the Current Market
Price per share of Common Stock as of the Expiration Time and (B) the number of
shares of Common Stock outstanding (including any tendered shares) as of the
Expiration Time less the number of all shares validly tendered and not withdrawn
as of the Expiration Time (the shares deemed so accepted, up to any such
maximum, being referred to as the "Purchased Shares").

              (7) The reclassification of Common Stock into securities including
securities other than Common Stock (other than any reclassification upon a
Reorganization Event to which Section 5.4(b) applies) shall be deemed to involve
(a) a distribution of such securities other than Common Stock to all holders of
Common Stock (and the effective date of such reclassification shall be deemed to
be "the date fixed for the determination of stockholders entitled to receive
such distribution" and the "date fixed for such determination" within the
meaning of paragraph (4) of this Section), and (b) a subdivision, split or
combination, as the case may be, of the number of shares of Common Stock
outstanding immediately prior to such reclassification into the number of shares
of Common Stock outstanding immediately thereafter (and the effective date of
such reclassification shall be deemed to be "the day upon which such subdivision
or split becomes effective" or "the day upon which such combination becomes
effective", as the case may be, and "the day upon which such subdivision, split
or combination becomes effective" within the meaning of paragraph (3) of this
Section).

              (8) The "Current Market Price" per share of Common Stock on any
day means the average of the daily Closing Prices for the 5 consecutive Trading
Days selected by the Company commencing not more than 30 Trading Days before,
and ending not later than, the


                                       38
<PAGE>

earlier of the day in question and the day before the "ex date" with respect to
the issuance or distribution requiring such computation. For purposes of this
paragraph, the term "ex date", when used with respect to any issuance or
distribution, shall mean the first date on which the Common Stock trades regular
way on such exchange or in such market without the right to receive such
issuance or distribution.

              (9) All adjustments to the Settlement Rate, shall be calculated to
the nearest 1/10,000th of a share of Common Stock (or if there is not a nearest
1/10,000th of a share to the next lower 1/10,000th of a share). No adjustment in
the Settlement Rate shall be required unless such adjustment would require an
increase or decrease of at least one percent therein; provided, however, that
any adjustments which by reason of this subparagraph are not required to be made
shall be carried forward and taken into account in any subsequent adjustment. If
an adjustment is made to the Settlement Rate pursuant to paragraph (1), (2),
(3), (4), (5), (6), (7) or (10) of this Section 5.5(a), an adjustment shall also
be made to the Applicable Market Value solely to determine which of clauses (a),
(b) or (c) of the definition of Settlement Rate in Section 5.1 will apply on the
Purchase Contract Settlement Date. Such adjustment shall be made by multiplying
the Applicable Market Value by a fraction, the numerator of which shall be the
Settlement Rate immediately after such adjustment pursuant to paragraph (1),
(2), (3), (4), (5), (6), (7) or (10) of this Section 5.5(a) and the denominator
of which shall be the Settlement Rate immediately before such adjustment;
provided, however, that if such adjustment to the Settlement Rate is required to
be made pursuant to the occurrence of any of the events contemplated by
paragraph (1) (2) (3) (4) (5) (7) or (10) of this Section 5.5(a) during the
period taken into consideration for determining the Applicable Market Value,
appropriate and customary adjustments shall be made to the Settlement Rate.

              (10) The Company may make such increases in the Settlement Rate,
in addition to those required by this Section, as it considers to be advisable
in order to avoid or diminish any income tax to any holders of Common Stock
resulting from any dividend or distribution of stock or issuance of rights or
warrants to purchase or subscribe for stock or from any event treated as such
for income tax purposes or for any other reasons.

         (b) ADJUSTMENT FOR CONSOLIDATION, MERGER OR OTHER REORGANIZATION EVENT.
In the event of (i) any consolidation or merger of the Company with or into
another Person (other than a merger or consolidation in which the Company is the
continuing corporation and in which the Common Stock outstanding immediately
prior to the merger or consolidation is not exchanged for cash, securities or
other property of the Company or another corporation), (ii) any sale, transfer,
lease or conveyance to another Person of the property of the Company as an
entirety or substantially as an entirety, (iii) any statutory exchange of
securities of the Company with another Person (other than in connection with a
merger or acquisition) or (iv) any liquidation, dissolution or winding up of the
Company other than as a result of or after the occurrence of a Termination Event
(any such event, a "Reorganization Event"), the Settlement Rate will be adjusted
to provide that each Holder of Securities will receive on the Purchase Contract
Settlement Date with respect to each Purchase Contract forming a part thereof,
the kind and amount of securities, cash and other property receivable upon such
Reorganization Event (without any interest thereon, and without any right to
dividends or distribution thereon which have a record date that is prior to the
Purchase Contract Settlement Date) by a Holder of the number of shares of Common
Stock issuable on account of each Purchase Contract if the


                                       39

<PAGE>

Purchase Contract Settlement Date had occurred immediately prior to such
Reorganization Event assuming such Holder of Common Stock is not a Person with
which the Company consolidated or into which the Company merged or which merged
into the Company or to which such sale or transfer was made, as the case may be
(any such Person, a "Constituent Person"), or an Affiliate of a Constituent
Person to the extent such Reorganization Event provides for different treatment
of Common Stock held by Affiliates of the Company and non-affiliates and such
Holder failed to exercise his rights of election, if any, as to the kind or
amount of securities, cash and other property receivable upon such
Reorganization Event (provided that if the kind or amount of securities, cash
and other property receivable upon such Reorganization Event is not the same for
each share of Common Stock held immediately prior to such Reorganization Event
by other than a Constituent Person or an Affiliate thereof and in respect of
which such rights of election shall not have been exercised ("non-electing
share"), then for the purpose of this Section the kind and amount of securities,
cash and other property receivable upon such Reorganization Event by each
non-electing share shall be deemed to be the kind and amount so receivable per
share by a plurality of the non-electing shares). In the event of such a
Reorganization Event, the Person formed by such consolidation, merger or
exchange or the Person which acquires the assets of the Company or, in the event
of a liquidation or dissolution of the Company, the Company or a liquidating
trust created in connection therewith, shall execute and deliver to the Agent an
agreement supplemental hereto providing that the Holders of each Outstanding
Security shall have the rights provided by this Section 5.5. Such supplemental
agreement shall provide for adjustments which, for events subsequent to the
effective date of such supplemental agreement, shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Section. The above
provisions of this Section shall similarly apply to successive Reorganization
Events.

SECTION 5.6.      NOTICE OF ADJUSTMENTS AND CERTAIN OTHER EVENTS.

            (a) Whenever the Settlement Rate is adjusted as herein provided, the
Company shall:

              (i) forthwith compute the Settlement Rate in accordance with
         Section 5.5 and prepare and transmit to the Agent an Officer's
         Certificate setting forth the Settlement Rate, the method of
         calculation thereof in reasonable detail, and the facts requiring such
         adjustment and upon which such adjustment is based; and

              (ii) within 10 Business Days following the occurrence of an event
         that requires an adjustment to the Settlement Rate pursuant to Section
         5.5 (or if the Company is not aware of such occurrence, as soon as
         practicable after becoming so aware), provide a written notice to the
         Holders of the Securities of the occurrence of such event and a
         statement in reasonable detail setting forth the method by which the
         adjustment to the Settlement Rate was determined and setting forth the
         adjusted Settlement Rate.

         (b) The Agent shall not at any time be under any duty or responsibility
to any Holder of Securities to determine whether any facts exist which may
require any adjustment of the Settlement Rate, or with respect to the nature or
extent or calculation of any such adjustment when made, or with respect to the
method employed in making the same. The Agent shall not be accountable with
respect to the validity or value (or the kind or amount) of any Common Stock, or
of any securities or property, which may at the time be issued or delivered with
respect to any


                                       40

<PAGE>

Purchase Contract; and the Agent makes no representation with respect thereto.
The Agent shall not be responsible for any failure of the Company to issue,
transfer or deliver any Common Stock pursuant to a Purchase Contract or to
comply with any of the duties, responsibilities or covenants of the Company
contained in this Article.

SECTION 5.7.      TERMINATION EVENT; NOTICE.

         The Purchase Contracts and all obligations and rights of the Company
and the Holders thereunder, including, without limitation, the rights and
obligations of Holders to purchase Common Stock, shall immediately and
automatically terminate, without the necessity of any notice or action by any
Holder, the Agent or the Company, if, on or prior to the Purchase Contract
Settlement Date, a Termination Event shall have occurred. Upon and after the
occurrence of a Termination Event, the Securities shall thereafter represent the
right to receive the Senior Notes, forming a part of such Securities in the case
of Income PRIDES, or Treasury Securities in the case of Growth PRIDES, in
accordance with the provisions of Section 4.3 of the Pledge Agreement. Upon the
occurrence of a Termination Event, the Company shall promptly but in no event
later than two Business Days thereafter give written notice to the Agent, the
Collateral Agent and to the Holders, at their addresses as they appear in the
Register.

SECTION 5.8.      EARLY SETTLEMENT.

         (a) Subject to and upon compliance with the provisions of this Section
5.8, at the option of the Holder thereof, Purchase Contracts underlying
Securities, having an aggregate Stated Amount equal to $1,000 or an integral
multiple thereof, may be settled early ("Early Settlement") in the case of
Income PRIDES on or prior to the fifth Business Day immediately preceding the
Purchase Contract Settlement Date and in the case of Growth PRIDES on or prior
to the second Business Day immediately preceding the Purchase Contract
Settlement Date, in each case, as provided herein. In order to exercise the
right to effect Early Settlement with respect to any Purchase Contracts, the
Holder of the Certificate evidencing Securities shall deliver such Certificate
to the Agent at the Corporate Trust Office duly endorsed for transfer to the
Company or in blank with the form of Election to Settle Early on the reverse
thereof duly completed and accompanied by payment (payable to the Company in
immediately available funds in an amount (the "Early Settlement Amount") equal
to (i) the product of (A) the Stated Amount times (B) the number of Purchase
Contracts with respect to which the Holder has elected to effect Early
Settlement plus (ii) in the case of Income PRIDES Certificates, if such delivery
is made with respect to any Purchase Contracts during the period from the close
of business on any Record Date next preceding any Payment Date to the opening of
business on such Payment Date, an amount equal to the sum of the dividends on
the related Senior Notes payable on such Payment Date. Except as provided in the
immediately preceding sentence, no payment or adjustment shall be made upon
Early Settlement of any Purchase Contract on account of any dividends on the
Common Stock issued upon such Early Settlement. If the foregoing requirements
are first satisfied with respect to Purchase Contracts underlying any Securities
at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall
be the "Early Settlement Date" with respect to such Securities and if such
requirements are first satisfied after 5:00 p.m., New York City time, on a
Business Day or on a day that is not a Business Day, the "Early Settlement Date"
with respect to such Securities shall be the next succeeding Business Day.


                                       41

<PAGE>

         (b) Upon Early Settlement of Purchase Contracts by a Holder of the
related Securities, the Company shall issue, and the Holder shall be entitled to
receive, 0.2974 shares of Common Stock on account of each Purchase Contract as
to which Early Settlement is effected (the "Early Settlement Rate"). The Early
Settlement Rate shall be adjusted in the same manner and at the same time as the
Settlement Rate is adjusted. As promptly as practicable after Early Settlement
of Purchase Contracts in accordance with the provisions of this Section 5.8, the
Company shall issue and shall deliver to the Agent at the Corporate Trust Office
a certificate or certificates for the full number of shares of Common Stock
issuable upon such Early Settlement together with payment in lieu of any
fraction of a share, as provided in Section 5.9.

         (c) No later than the third Business Day after the applicable Early
Settlement Date the Company shall cause (i) the Common Stock issuable upon Early
Settlement of Purchase Contracts to be issued and delivered, and (ii) the
related Senior Notes, in the case of Income PRIDES, or the related Treasury
Securities, in the case of Growth PRIDES, to be released from the Pledge by the
Collateral Agent and transferred, in each case to the Agent for delivery to the
Holder thereof or its designee.

         (d) Upon Early Settlement of any Purchase Contracts, and subject to
receipt of Common Stock from the Company and the Senior Notes, or Treasury
Securities, as the case may be, from the Collateral Agent, as applicable, the
Agent shall, in accordance with the instructions provided by the Holder thereof
on the applicable form of Election to Settle Early on the reverse of the
Certificate evidencing the related Securities, (i) transfer to the Holder the
Senior Notes or Treasury Securities, as the case may be, forming a part of such
Securities, and (ii) deliver to the Holder a certificate or certificates for the
full number of shares of Common Stock issuable upon such Early Settlement
together with payment in lieu of any fraction of a share, as provided in Section
5.9.

         (e) In the event that Early Settlement is effected with respect to
Purchase Contracts underlying less than all the Securities evidenced by a
Certificate, upon such Early Settlement the Company shall execute and the Agent
shall authenticate, countersign and deliver to the Holder thereof, at the
expense of the Company, a Certificate evidencing the Securities as to which
Early Settlement was not effected.

SECTION 5.9.      NO FRACTIONAL SHARES.

         No fractional shares or scrip representing fractional shares of Common
Stock shall be issued or delivered upon settlement on the Purchase Contract
Settlement Date or upon Early Settlement of any Purchase Contracts. If
Certificates evidencing more than one Purchase Contract shall be surrendered for
settlement at one time by the same Holder, the number of full shares of Common
Stock which shall be delivered upon settlement shall be computed on the basis of
the aggregate number of Purchase Contracts evidenced by the Certificates so
surrendered. Instead of any fractional share of Common Stock which would
otherwise be deliverable upon settlement of any Purchase Contracts on the
Purchase Contract Settlement Date or upon Early Settlement, the Company, through
the Agent, shall make a cash payment in respect of such fractional interest in
an amount equal to the value of such fractional shares times the Applicable
Market Value. The Company shall provide the Agent from time to time with


                                       42
<PAGE>

sufficient funds to permit the Agent to make all cash payments required by this
Section 5.9 in a timely manner.

SECTION 5.10.     CHARGES AND TAXES.

         The Company will pay all stock transfer and similar taxes attributable
to the initial issuance and delivery of the Common Stock pursuant to the
Purchase Contracts; provided, however, that the Company shall not be required to
pay any such tax or taxes which may be payable in respect of any exchange of or
substitution for a Certificate evidencing a Security or any issuance of a share
of Common Stock in a name other than that of the registered Holder of a
Certificate surrendered in respect of the Securities evidenced thereby, other
than in the name of the Agent, as custodian for such Holder, and the Company
shall not be required to issue or deliver such share certificates or
Certificates unless or until the Person or Persons requesting the transfer or
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

                                   ARTICLE VI
                                    REMEDIES

SECTION 6.1.      UNCONDITIONAL RIGHT OF HOLDERS TO PURCHASE COMMON STOCK.

         The Holder of any Income PRIDES or Growth PRIDES shall have the right,
which is absolute and unconditional, to purchase Common Stock pursuant to the
Purchase Contract constituting a part of such Security and to institute suit for
the enforcement of any such right to purchase Common Stock and payment and such
rights shall not be impaired without the consent of such Holder.

SECTION 6.2.      RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 6.3.      RIGHTS AND REMEDIES CUMULATIVE.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Certificates in the last paragraph of
Section 3.10, no right or remedy herein conferred upon or reserved to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


                                       43

<PAGE>

SECTION 6.4.      DELAY OR OMISSION NOT WAIVER.

         No delay or omission of any Holder to exercise any right or remedy upon
a default shall impair any such right or remedy or constitute a waiver of any
such right. Every right and remedy given by this Article or by law to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by such Holders.

SECTION 6.5.      UNDERTAKING FOR COSTS.

         All parties to this Agreement agree, and each Holder of Income PRIDES
or Growth PRIDES, by its acceptance of such Income PRIDES or Growth PRIDES shall
be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Agreement, or in any
suit against the Agent for any action taken, suffered or omitted by it as Agent,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; provided that the provisions of this
Section shall not apply to any suit instituted by the Company, to any suit
instituted by the Agent, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% of the Outstanding Securities,
or to any suit instituted by any Holder for the enforcement of dividends on any
Senior Notes, if declared, on or after the respective Payment Date therefor in
respect of any Security held by such Holder, or for enforcement of the right to
purchase Common Stock under the Purchase Contracts constituting part of any
Security held by such Holder.

SECTION 6.6.      WAIVER OF STAY OR EXTENSION LAWS.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Agreement; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Agent or the Holders, but will suffer and permit the
execution of every such power as though no such law had been enacted.

                                   ARTICLE VII
                                    THE AGENT

SECTION 7.1.      CERTAIN DUTIES AND RESPONSIBILITIES.

         (a) (1) The Agent undertakes to perform, with respect to the
Securities, such duties and only such duties as are specifically set forth in
this Agreement and the Pledge Agreement, and no implied covenants or obligations
shall be read into this Agreement against the Agent; and

         (2) in the absence of bad faith, willful misconduct or negligence on
its part, the Agent may, with respect to the Securities, conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the


                                       44
<PAGE>

Agent and conforming to the requirements of this Agreement, but in the case of
any certificates or opinions which by any provision hereof are specifically
required to be furnished to the Agent, the Agent shall be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Agreement, but need not confirm or investigate the accuracy of mathematical
calculations stated therein.

         (b) No provision of this Agreement shall be construed to relieve the
Agent from liability for its own negligent action, its own negligent failure to
act, its own bad faith, or its own willful misconduct, except that

              (1) this Subsection shall not be construed to limit the effect of
         Subsection (a) of this Section;

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

              (3) no provision of this Agreement shall require the Agent to
         expend or risk its own funds or otherwise incur any financial liability
         in the performance of any of its duties hereunder, or in the exercise
         of any of its rights or powers, if adequate indemnity is not provided
         to it.

         (c) Whether or not therein expressly so provided, every provision of
this Agreement relating to the conduct or affecting the liability of or
affording protection to the Agent shall be subject to the provisions of this
Section.

         (d) The Agent is authorized to execute and deliver the Pledge Agreement
in its capacity as Agent.

SECTION 7.2.      NOTICE OF DEFAULT.

         Within 30 days after the occurrence of any default by the Company
hereunder of which a Responsible Officer of the Agent has actual knowledge, the
Agent shall transmit by mail to the Company and the Holders of Securities, as
their names and addresses appear in the Register, notice of such default
hereunder, unless such default shall have been cured or waived.

SECTION 7.3.      CERTAIN RIGHTS OF AGENT.

         Subject to the provisions of Section 7.1:

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


                                       45

<PAGE>

         (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by an Officer's Certificate, Issuer Order or Issuer
Request, and any resolution of the Board of Directors of the Company may be
sufficiently evidenced by a Board Resolution;

         (c) whenever in the administration of this Agreement the Agent shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Agent (unless other evidence be
herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officer's Certificate of the Company;

         (d) the Agent may consult with counsel of its selection and the written
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

         (e) the Agent shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the Agent,
in its discretion, may make reasonable further inquiry or investigation into
such facts or matters related to the execution, delivery and performance of the
Purchase Contracts as it may see fit, and, if the Agent shall determine to make
such further inquiry or investigation, it shall be given a reasonable
opportunity to examine the books, records and premises of the Company,
personally or by agent or attorney;

         (f) the Agent may execute any of the powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys or an
Affiliate and the Agent shall not be responsible for any misconduct or
negligence on the part of any agent or attorney or an Affiliate appointed with
due care by it hereunder;

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

         (h) the Agent may request that the Company delivery an Officer's
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Agreement,
which Officer's Certificate may be signed by any person authorized to sign an
Officer's Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

SECTION 7.4.      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

         The recitals contained herein and in the Certificates shall be taken as
the statements of the Company and the Agent assumes no responsibility for their
accuracy. The Agent makes no representations as to the validity or sufficiency
of either this Agreement or of the Securities, or of the Pledge Agreement or the
Pledge. The Agent shall not be accountable for the use or application by the
Company of the proceeds in respect of the Purchase Contracts.


                                       46

<PAGE>

SECTION 7.5.      MAY HOLD SECURITIES.

         Any Registrar or any other agent of the Company, or the Agent and its
Affiliates, in their individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with the Company, the Collateral
Agent or any other Person with the same rights it would have if it were not
Registrar or such other agent, or the Agent.

SECTION 7.6.      MONEY HELD IN CUSTODY.

         Money held by the Agent in custody hereunder need not be segregated
from the other funds except to the extent required by law or provided herein.
The Agent shall be under no obligation to invest or pay interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.

SECTION 7.7.      COMPENSATION AND REIMBURSEMENT.

         The Company agrees:

              (1) to pay to the Agent from time to time such compensation as
         shall be agreed in writing between the Company and the Agent for all
         services rendered by it hereunder;

              (2) except as otherwise expressly provided herein, to reimburse
         the Agent upon its request for all reasonable expenses, disbursements
         and advances incurred or made by the Agent in accordance with any
         provision of this Agreement (including the reasonable compensation and
         the reasonable expenses and disbursements of its agents and counsel),
         except any such expense, disbursement or advance as may be attributable
         to its negligence, willful misconduct or bad faith; and

              (3) to indemnify the Agent and any predecessor Agent for, and to
         hold it harmless against, any and all loss, liability, damage, claim or
         expense, including taxes (other than taxes based on the income of the
         Agent), incurred without negligence, willful misconduct or bad faith on
         its part, arising out of or in connection with the acceptance or
         administration of its duties hereunder, including the costs and
         expenses of defending itself against any claim or liability in
         connection with the exercise or performance of any of its powers or
         duties hereunder.

         The provisions of this Section 7.7 shall survive the termination of
this Agreement.

SECTION 7.8.      CORPORATE AGENT REQUIRED; ELIGIBILITY.

         There shall at all times be an Agent hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having (or being a member of a bank
holding company having) a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by Federal or State authority and having a
Corporate Trust Office in the Borough of Manhattan, The City of New York, if
there be such a corporation in the Borough of Manhattan, The City of New York,
qualified and eligible under this Article and willing to act on reasonable
terms. If such corporation publishes reports of


                                       47

<PAGE>

condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Agent shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

SECTION 7.9.      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         (a) No resignation or removal of the Agent and no appointment of a
successor Agent pursuant to this Article shall become effective until the
acceptance of appointment by the successor Agent in accordance with the
applicable requirements of Section 7.10.

         (b) The Agent may resign at any time by giving written notice thereof
to the Company 60 days prior to the effective date of such resignation. If the
instrument of acceptance by a successor Agent required by Section 7.10 shall not
have been delivered to the Agent within 30 days after the giving of such notice
of resignation, the resigning Agent may petition, at the expense of the Company,
any court of competent jurisdiction for the appointment of a successor Agent.

         (c) The Agent may be removed at any time by Act of the Holders of a
majority in number of the Outstanding Securities delivered to the Agent and the
Company. If the instrument of acceptance by a successor Agent required by
Section 7.10 shall not have been delivered to the Agent within 30 days after the
giving of such notice or removal, the Agent being removed may petition, at the
expense of the Company, any court of competent jurisdiction for the appointment
of a successor Agent.

         (d) if at any time:

              (1) the Agent fails to comply with Section 310(b) of the TIA, as
         if the Agent were an indenture trustee under an indenture qualified
         under the TIA, after written request therefor by the Company or by any
         Holder who has been a bona fide Holder of a Security for at least six
         months; or

              (2) the Agent shall cease to be eligible under Section 7.8 and
         shall fail to resign after written request therefor by the Company or
         by any such Holder; or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Agent, or (ii) any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Agent and
the appointment of a successor Agent.


                                       48

<PAGE>

         (e) If the Agent shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Agent for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Agent and
shall comply with the applicable requirements of Section 7.10. If no successor
Agent shall have been so appointed by the Company and accepted appointment in
the manner required by Section 7.10, any Holder who has been a bona fide Holder
of a Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Agent.

         (f) The Company shall give, or shall cause such successor Agent to
give, notice of each resignation and each removal of the Agent and each
appointment of a successor Agent by mailing written notice of such event by
first-class mail, postage prepaid, to all Holders as their names and addresses
appear in the applicable Register. Each notice shall include the name of the
successor Agent and the address of its Corporate Trust Office.

SECTION 7.10.     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         (a) In case of the appointment hereunder of a successor Agent, every
such successor Agent so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Agent an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Agent shall become
effective and such successor Agent, without any further act, deed or conveyance,
shall become vested with all the rights, powers, agencies and duties of the
retiring Agent; but, on the request of the Company or the successor Agent, such
retiring Agent shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Agent all the rights, powers and
trusts of the retiring Agent and shall duly assign, transfer and deliver to such
successor Agent all property and money held by such retiring Agent hereunder.

         (b) Upon request of any such successor Agent, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Agent all such rights, powers and agencies referred to in
paragraph (a) of this Section.

         (c) No successor Agent shall accept its appointment unless at the time
of such acceptance such successor Agent shall be qualified and eligible under
this Article.

SECTION 7.11.     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

         Any corporation into which the Agent may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Agent shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Agent, shall be the successor of the Agent hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Certificates shall have been
authenticated and executed on behalf of the Holders, but not delivered, by the
Agent then in office, any successor by merger, conversion or consolidation to
such Agent may adopt such authentication and execution and deliver the
Certificates so authenticated and executed with the same effect as if such
successor Agent had itself authenticated and executed such Securities.


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<PAGE>

SECTION 7.12.     PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

         (a) The Agent shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders received by the Agent in its
capacity as Registrar.

         (b) If three or more Holders (herein referred to as "applicants") apply
in writing to the Agent, and furnish to the Agent reasonable proof that each
such applicant has owned a Security for a period of at least six months
preceding the date of such application, and such application states that the
applicants desire to communicate with other Holders with respect to their rights
under this Agreement or under the Securities and is accompanied by a copy of the
form of proxy or other communication which such applicants propose to transmit,
then the Agent shall, mail to all the Holders copies of the form of proxy or
other communication which is specified in such request, with reasonable
promptness after a tender to the Agent of the materials to be mailed and of
payment, or provision for the payment, of the reasonable expenses of such
mailing.

SECTION 7.13.     NO OBLIGATIONS OF AGENT.

         Except to the extent otherwise provided in this Agreement, the Agent
assumes no obligations and shall not be subject to any liability under this
Agreement, the Pledge Agreement or any Purchase Contract in respect of the
obligations of the Holder of any Security thereunder. The Company agrees, and
each Holder of a Certificate, by his acceptance thereof, shall be deemed to have
agreed, that the Agent's execution of the Certificates on behalf of the Holders
shall be solely as agent and attorney-in-fact for the Holders, and that the
Agent shall have no obligation to perform such Purchase Contracts on behalf of
the Holders, except to the extent expressly provided in Article Five hereof.

SECTION 7.14.     TAX COMPLIANCE.

         (a) The Agent, on its own behalf and on behalf of the Company, will
comply with all applicable certification, information reporting and withholding
(including "backup" withholding) requirements imposed by applicable tax laws,
regulations or administrative practice with respect to (i) any payments made
with respect to the Securities or (ii) the issuance, delivery, holding,
transfer, redemption or exercise of rights under the Securities. Such compliance
shall include, without limitation, the preparation and timely filing of required
returns and the timely payment of all amounts required to be withheld to the
appropriate taxing authority or its designated agent.

         (b) The Agent shall comply with any written direction received from the
Company with respect to the reasonable application of such requirements to
particular payments or Holders or in other particular circumstances, and may for
purposes of this Agreement rely on any such direction in accordance with the
provisions of Section 7.1(a)(2) hereof.

         (c) The Agent shall maintain all appropriate records documenting
compliance with such requirements, and shall make such records available, on
written request, to the Company or its authorized representative within a
reasonable period of time after receipt of such request.


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<PAGE>

                                  ARTICLE VIII
                             SUPPLEMENTAL AGREEMENTS

SECTION 8.1.      SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF HOLDERS.

         Without the consent of any Holders, the Company and the Agent, at any
time and from time to time, may enter into one or more agreements supplemental
hereto, in form satisfactory to the Company and the Agent, for any of the
following purposes:

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

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

              (3) to evidence and provide for the acceptance of appointment
         hereunder by a successor Agent; or

              (4) to make provision with respect to the rights of Holders
         pursuant to the requirements of Section 5.4(b); or

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

SECTION 8.2.      SUPPLEMENTAL AGREEMENTS WITH CONSENT OF HOLDERS.

         With the consent of the Holders of not less than a majority of the
outstanding Purchase Contracts voting together as one class, by Act of said
Holders delivered to the Company and the Agent, the Company, when authorized by
a Board Resolution, and the Agent may enter into an agreement or agreements
supplemental hereto for the purpose of modifying in any manner the terms of the
Purchase Contracts, or the provisions of this Agreement or the rights of the
Holders in respect of the Securities; provided, however, that, except as
contemplated herein, no such supplemental agreement shall, without the consent
of the Holder of each Outstanding Security affected thereby,

              (1) change any Payment Date;

              (2) change the amount or the type of Collateral required to be
         Pledged to secure a Holder's Obligations under the Purchase Contract,
         impair the right of the Holder of any Purchase Contract to receive
         distributions on the related Collateral (except for the rights of
         Holders of Income PRIDES to substitute the Treasury Securities for the
         Pledged Senior Notes or the rights of holders of Growth PRIDES to
         substitute Senior Notes for the Pledged Treasury Securities) or
         otherwise adversely affect the Holder's rights in or to such Collateral
         or adversely alter the rights in or to such Collateral;


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<PAGE>

              (3) impair the right to institute suit for the enforcement of any
         Purchase Contract;

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

              (5) reduce the percentage of the outstanding Purchase Contracts
         the consent of whose Holders is required for any such supplemental
         agreement;

provided, that if any amendment or proposal referred to above would adversely
affect only the Income PRIDES or the Growth PRIDES, then only the affected class
of Holder as of the record date for the Holders entitled to vote thereon will be
entitled to vote on such amendment or proposal, and such amendment or proposal
shall not be effective except with the consent of Holders of not less than a
majority of such class.

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

SECTION 8.3.      EXECUTION OF SUPPLEMENTAL AGREEMENTS.

         In executing, or accepting the additional agencies created by, any
supplemental agreement permitted by this Article or the modifications thereby of
the agencies created by this Agreement, the Agent shall be entitled to receive
and (subject to Section 7.1) shall be fully protected in relying upon, an
Officer's Certificate and an Opinion of Counsel stating that the execution of
such supplemental agreement is authorized or permitted by this Agreement. The
Agent may, but shall not be obligated to, enter into any such supplemental
agreement which affects the Agent's own rights, duties or immunities under this
Agreement or otherwise.

SECTION 8.4.      EFFECT OF SUPPLEMENTAL AGREEMENTS.

         Upon the execution of any supplemental agreement under this Article,
this Agreement shall be modified in accordance therewith, and such supplemental
agreement shall form a part of this Agreement for all purposes; and every Holder
of Certificates theretofore or thereafter authenticated, executed on behalf of
the Holders and delivered hereunder shall be bound thereby.

SECTION 8.5.      REFERENCE TO SUPPLEMENTAL AGREEMENTS.

         Certificates authenticated, executed on behalf of the Holders and
delivered after the execution of any supplemental agreement pursuant to this
Article may, and shall if required by the Agent, bear a notation in form
approved by the Agent as to any matter provided for in such supplemental
agreement. If the Company shall so determine, new Certificates so modified as to
conform, in the opinion of the Agent and the Company, to any such supplemental
agreement may be prepared and executed by the Company and authenticated,
executed on behalf of the Holders and delivered by the Agent in exchange for
Outstanding Certificates.


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<PAGE>

                                   ARTICLE IX
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1.      COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY
                  EXCEPT UNDER CERTAIN CONDITIONS.

         The Company covenants that it will not merge or consolidate with any
other Person or sell, assign, transfer, lease or convey all or substantially all
of its properties and assets to any Person or group of affiliated Persons in one
transaction or a series of related transactions, unless (i) either the Company
shall be the continuing corporation, or the successor (if other than the
Company) shall be a corporation organized and existing under the laws of the
United States of America or a State thereof or the District of Columbia and such
corporation shall expressly assume all the obligations of the Company under the
Purchase Contracts, the Senior Notes, this Agreement and the Pledge Agreement by
one or more supplemental agreements in form reasonably satisfactory to the Agent
and the Collateral Agent, executed and delivered to the Agent and the Collateral
Agent by such corporation, and (ii) the Company or such successor corporation,
as the case may be, shall not, immediately after such merger or consolidation,
or such sale, assignment, transfer, lease or conveyance, be in default of its
payment obligations under this Agreement or the Senior Notes, or in default of
its obligations to deliver Common Stock (or other property) on the Purchase
Contract Settlement Date or any Early Settlement Date, or in material default in
the performance of any covenant or condition hereunder, under any of the
Securities or under the Pledge Agreement.

SECTION 9.2.      RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.

         In case of any such consolidation, merger, sale, assignment, transfer,
lease or conveyance and upon any such assumption by a successor corporation in
accordance with Section 9.1, such successor corporation shall succeed to and be
substituted for the Company with the same effect as if it had been named herein
as the Company. Such successor corporation thereupon may cause to be signed, and
may issue either in its own name or in the name of Affiliated Managers Group,
Inc. any or all of the Certificates evidencing Securities issuable hereunder
which theretofore shall not have been signed by the Company and delivered to the
Agent; and, upon the order of such successor corporation, instead of the
Company, and subject to all the terms, conditions and limitations in this
Agreement prescribed, the Agent shall authenticate and execute on behalf of the
Holders and deliver any Certificates which previously shall have been signed and
delivered by the officers of the Company to the Agent for authentication and
execution, and any Certificate evidencing Securities which such successor
corporation thereafter shall cause to be signed and delivered to the Agent for
that purpose. All the Certificates so issued shall in all respects have the same
legal rank and benefit under this Agreement as the Certificates theretofore or
thereafter issued in accordance with the terms of this Agreement as though all
of such Certificates had been issued at the date of the execution hereof.

         In case of any such consolidation, merger, sale, assignment, transfer,
lease or conveyance such change in phraseology and form (but not in substance)
may be made in the Certificates evidencing Securities thereafter to be issued as
may be appropriate.


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<PAGE>

SECTION 9.3.      OPINION OF COUNSEL GIVEN TO AGENT.

         The Agent, subject to Sections 7.1 and 7.3, shall receive an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale,
assignment, transfer, lease or conveyance, and any such assumption, complies
with the provisions of this Article and that all conditions precedent to the
consummation of any such consolidation, merger, sale, assignment, transfer,
lease or conveyance have been met.

                                    ARTICLE X
                                    COVENANTS

SECTION 10.1.     PERFORMANCE UNDER PURCHASE CONTRACTS.

         The Company covenants and agrees for the benefit of the Holders from
time to time of the Securities that it will duly and punctually perform its
obligations under the Purchase Contracts in accordance with the terms of the
Purchase Contracts and this Agreement.

SECTION 10.2.     MAINTENANCE OF OFFICE OR AGENCY.

         The Company will maintain in the Borough of Manhattan, The City of New
York an office or agency where Certificates may be presented or surrendered for
acquisition of Common Stock upon settlement of the Purchase Contracts on the
Purchase Contract Settlement Date or Early Settlement and for transfer of
Collateral upon occurrence of a Termination Event, where Certificates may be
surrendered for registration of transfer or exchange, for a Collateral
Substitution or re-establishment of an Income PRIDES and where notices and
demands to or upon the Company in respect of the Securities and this Agreement
may be served. The Company will give prompt written notice to the Agent of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Agent with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office, and the Company hereby appoints the Agent as its agent to receive all
such presentations, surrenders, notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies where Certificates may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, The City of New York for such purposes. The Company will
give prompt written notice to the Agent of any such designation or rescission
and of any change in the location of any such other office or agency. The
Company hereby designates as the place of payment for the Securities the
Corporate Trust Office and appoints the Agent at its Corporate Trust Office as
paying agent in such city.

SECTION 10.3.     COMPANY TO RESERVE COMMON STOCK.

         The Company shall at all times prior to the Purchase Contract
Settlement Date reserve and keep available, free from preemptive rights, out of
its authorized but unissued Common Stock the full number of shares of Common
Stock issuable against tender of payment in respect


                                       54

<PAGE>

of all Purchase Contracts constituting a part of the Securities evidenced by
Outstanding Certificates.

SECTION 10.4.     COVENANTS AS TO COMMON STOCK.

         The Company covenants that all Common Stock which may be issued against
tender of payment in respect of any Purchase Contract constituting a part of the
Outstanding Securities will, upon issuance, be duly authorized, validly issued,
fully paid and nonassessable.


                                       55

<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:



                                             FIRST UNION NATIONAL BANK,
                                             as Purchase Contract Agent

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




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