<PAGE>


                                                                     Exhibit 4.2

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

                         AFFILIATED MANAGERS GROUP, INC.

                            (a Delaware corporation)



                            8,000,000 FELINE PRIDES(SM)
                                  consisting of
                            8,000,000 Income PRIDES(SM)



                             UNDERWRITING AGREEMENT







                            Dated: December 18, 2001











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


<PAGE>



                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                            PAGE
<S>                                                                                         <C>
Section 1.      Representations and Warranties...............................................4

          (a)   Representations and Warranties by the Company................................4
                (1)    Compliance with Registration Requirements.............................4
                (2)    Incorporated Documents................................................4
                (3)    Independent Accountants...............................................5
                (4)    Financial Statements..................................................5
                (5)    No Material Adverse Change in Business................................5
                (6)    Good Standing of the Company..........................................5
                (7)    Good Standing of Corporate Subsidiaries...............................6
                (8)    Capitalization........................................................6
                (9)    Authorization of the Indenture........................................7
                (10)   Authorization of the Purchase Contract Agreement......................7
                (11)   Authorization of the Pledge Agreement.................................7
                (12)   Authorization of Senior Notes.........................................7
                (13)   Authorization of Income PRIDES........................................7
                (14)   Authorization of the Growth PRIDES....................................7
                (15)   Authorization and Description of the Common Stock.....................8
                (16)   Authorization of this Agreement and the Remarketing Agreement.........8
                (17)   Descriptions of the Securities and the Indenture......................8
                (18)   Descriptions of the Operative Agreement...............................8
                (19)   Absence of Defaults and Conflicts.....................................8
                (20)   Absence of Labor Dispute..............................................9
                (21)   Absence of Proceedings................................................9
                (22)   Accuracy of Exhibits..................................................9
                (23)   Possession of Intellectual Property...................................9
                (24)   Absence of Further Requirements.......................................9
                (25)   Possession of Licenses and Permits...................................10
                (26)   Title to Property....................................................10
                (27)   Investment Company Act...............................................10
                (28)   Environmental Laws...................................................10
                (29)   Adviser Activities and Broker-Dealer Business........................11
                (30)   Compliance with Laws.................................................11
                (31)   Registration of Funds................................................12
                (32)   Agreements...........................................................13

          (b)   Officers' Certificates......................................................13

Section 2.      Sale and Delivery to Underwriters; Closing..................................13

          (a)   Initial Securities..........................................................13
          (b)   Option Securities...........................................................13
          (c)   Pledge of Securities........................................................14
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                                                                            PAGE
<S>                                                                                         <C>
          (d)   Payment.....................................................................14
          (e)   Denominations; Registration.................................................14

Section 3.      Covenants of the Company....................................................15

          (a)   Compliance with Securities Regulations and Commission Requests..............15
          (b)   Filing of Amendments........................................................15
          (c)   Delivery of Registration Statements.........................................15
          (d)   Delivery of Prospectuses....................................................15
          (e)   Continued Compliance with Securities Laws...................................16
          (f)   Blue Sky Qualifications.....................................................16
          (g)   Use of Proceeds.............................................................16
          (h)   Restriction on Sale of Common Stock.........................................16
          (i)   Reporting Requirements......................................................17
          (j)   Reasonable Inquiries; Information...........................................17
          (k)   Reserve of Common Stock.....................................................17

Section 4.      Payment of Expenses.........................................................17

          (a)   Expenses....................................................................17
          (b)   Termination of Agreement....................................................18

Section 5.      Conditions of Underwriters' Obligations.....................................18

          (a)   Effectiveness of Registration Statement.....................................18
          (b)   Opinions of Counsel for the Company.........................................18
          (c)   Opinion of Counsel for Purchase Contract Agent..............................18
          (d)   Opinion of Counsel for Underwriters.........................................18
          (e)   Officers' Certificate.......................................................19
          (f)   Accountant's Comfort Letters................................................19
          (g)   Ratings.....................................................................19
          (h)   Lock-up Agreements..........................................................19
          (i)   Conditions to Purchase of Option Securities.................................19
          (j)   Additional Documents........................................................20
          (k)   Termination of Agreement....................................................20

Section 6.      Indemnification.............................................................21

          (a)   Indemnification of Underwriters.............................................21
          (b)   Indemnification of the Company, Directors and Officers......................21
          (c)   Actions against Parties; Notification.......................................22
          (d)   Settlement without Consent if Failure to Reimburse..........................22

Section 7.      Contribution................................................................23
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                                                                            PAGE
<S>                                                                                         <C>
Section 8.      Termination.................................................................24

          (a)   Underwriting Agreement......................................................24
          (b)   Liabilities.................................................................24

Section 9.      Default by One or More of the Underwriters..................................24

Section 10.     Notices.....................................................................25

Section 11.     Parties.....................................................................25

Section 12.     GOVERNING LAW AND TIME......................................................25

Section 13.     Effect of Headings..........................................................26
</TABLE>



SCHEDULE A

SCHEDULE B

SCHEDULE C

EXHIBIT A     Form of Opinion of Goodwin Procter LLP, the counsel to the
              Company, to be delivered pursuant to Section 5(b)


EXHIBIT       B Form of Opinion of Emmet, Marvin & Martin, LLP, the counsel to
              the Purchase Contract Agent, to be delivered pursuant to
              Section 5(c)


<PAGE>


                         AFFILIATED MANAGERS GROUP, INC.
                            (a Delaware corporation)


                             8,000,000 FELINE PRIDES

                                  consisting of

                             8,000,000 Income PRIDES


                             UNDERWRITING AGREEMENT


                                                               December 18, 2001

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
                        INCORPORATED
         c/o Merrill Lynch & Co.,
         Merrill Lynch Pierce, Fenner & Smith
                           Incorporated
         4 World Financial Center
         New York, New York 10080

Ladies and Gentlemen:

         Affiliated Managers Group, Inc., a Delaware corporation (the
"Company"), confirms its agreement with Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, acting as representative (the
"Representative" or "Merrill Lynch") of the several underwriters listed in
Schedule A hereto (the "Underwriters"), with respect to the issue and sale by
the Company and the purchase by the Underwriters, acting severally and not
jointly, of 8,000,000 FELINE PRIDES(SM) or the "Initial Securities", which
will initially consist of units (referred to as "Income PRIDES(SM)") with a
Stated Amount of $25, comprised of (a) a stock purchase contract (the
"Purchase Contract") under which the holder will purchase from the Company on
November 17, 2004 a number of shares of common stock, par value $0.01 per
share, of the Company (the "Common Stock") equal to the Settlement Rate as
set forth in the Purchase Contract Agreement (as defined below), and (b) $25
principal amount of the Company's 6% Senior Notes due November 17, 2006 (a
"Senior Note") issued pursuant to the Indenture, dated as of December 21,
2001 (the "Indenture"), between the Company and First Union National Bank, as
trustee (the "Trustee"), and with respect to the grant by the Company to the
Underwriters of an option to purchase up to an additional 1,200,000 FELINE
PRIDES (the "Option Securities" and, together with the Initial Securities,
being referred to herein as the "Securities"). The Senior Notes that will
initially constitute a component of the Securities are hereinafter referred
to as the "Underlying Notes"). In accordance with the terms of the Purchase
Contract Agreement, to be dated as of December 21, 2001, between the Company
and First Union National Bank, as purchase contract agent (the "Purchase
Contract Agent"), the Underlying Notes will be pledged by the Purchase
Contract Agent, on behalf of the holders of the Securities, to First Union

<PAGE>


National Bank, as collateral agent (the "Collateral Agent"), pursuant to the
Pledge Agreement, to be dated as of December 21, 2001 (the "Pledge
Agreement"), among the Company, the Purchase Contract Agent and the
Collateral Agent, to secure such holders' obligation to purchase Common Stock
under the Purchase Contracts. Under the terms of the Purchase Contract
Agreement and Pledge Agreement, holders of Income PRIDES are permitted to
substitute certain treasury securities ("Treasury Securities") for the Senior
Notes as collateral in order to create "Growth PRIDES(SM)" ("Growth PRIDES").
Growth PRIDES will consist of a unit with a Stated Amount of $25 comprised of
(a) a Purchase Contract and (b) a 1/40th undivided beneficial interest in a
zero-coupon U.S. Treasury Security maturing on November 17, 2004. The rights
and obligations of (i) a holder of Income PRIDES in respect of Senior Notes,
subject to the pledge thereof, and Purchase Contracts, (ii) a holder of
Growth PRIDES in respect of a beneficial interest in the Treasury Securities,
subject to the pledge thereof, and Purchase Contracts, and (iii) a holder of
separately trading Senior Notes resulting from the creation of Growth PRIDES
will, in each case, be evidenced by Security Certificates.

         Pursuant to a remarketing agreement (the "Remarketing Agreement") to be
dated as of December 21, 2001, among the Company, the Purchase Contract Agent
and a nationally recognized investment banking firm chosen by the Company, the
Senior Notes may be remarketed, subject to certain terms and conditions.

         The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-74558), for the
registration of the Securities and certain other securities described therein
under the Securities Act of 1933, as amended (the "1933 Act"), and the offering
thereof from time to time in accordance with Rule 415 of the rules and
regulations of the Commission under the 1933 Act (the "1933 Act Regulations").
Such registration statement has been declared effective by the Commission and
the Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended (the "1939 Act"). Such registration statement, in the form in which it
became effective, is referred to herein as the "Registration Statement"; and the
final prospectus and the final prospectus supplement relating to the offering of
the Securities, in the form first furnished to the Underwriters by the Company
for use in connection with the offering of the Securities, are collectively
referred to herein as the "Prospectus"; provided, however, that all references
to the "Registration Statement" and the "Prospectus" shall also be deemed to
include all documents incorporated therein by reference pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"), prior to the time
the applicable final prospectus and the final prospectus supplement were first
furnished to the Underwriters by the Company; provided, further, that if the
Company files a registration statement with the Commission pursuant to Rule
462(b) of the 1933 Act Regulations (the "Rule 462(b) Registration Statement"),
then, after such filing, all references to "Registration Statement" shall also
be deemed to include the Rule 462(b) Registration Statement. For purposes of
this Agreement, all references to the Registration Statement, Prospectus or to
any amendment or supplement to any of the foregoing shall be deemed to include
any copy filed with the Commission pursuant to its Electronic Data Gathering,
Analysis and Retrieval system ("EDGAR").

         All references in this Agreement to financial statements and schedules
and other information which is "contained," "included" or "stated" (or other
references of like import) in the Registration Statement or Prospectus shall be
deemed to mean and include all such financial


                                       2


<PAGE>


statements and schedules and other information which is incorporated by
reference in the Registration Statement or Prospectus, prior to the execution of
this Agreement; and all references in this Agreement to amendments or
supplements to the Registration Statement or Prospectus shall be deemed to mean
and include the filing of any document under the 1934 Act which is incorporated
by reference in the Registration Statement or Prospectus, after the execution of
this Agreement.

         The Remarketing Agreement, the Purchase Contract Agreement, the Pledge
Agreement and this Agreement are referred to collectively as the "Operative
Agreements."

         The Company understands that the Underwriters propose to make a public
offering of the Securities as soon as the Underwriters deem advisable after this
Agreement has been executed and delivered.

         Section 1. Representations and Warranties.

         (a) REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company
represents and warrants to the Underwriters as of the date hereof, as of the
Closing Time and, if applicable, as of each Date of Delivery (as defined below)
(in each case, a "Representation Date"), as follows:

               (1) COMPLIANCE WITH REGISTRATION REQUIREMENTS. The Company meets
          the requirements for use of Form S-3 under the 1933 Act. The
          Registration Statement (including any Rule 462(b) Registration
          Statement) has become effective under the 1933 Act and no stop order
          suspending the effectiveness of the Registration Statement (or such
          Rule 462(b) Registration Statement) has been issued under the 1933 Act
          and no proceedings for that purpose have been instituted or are
          pending or, to the knowledge of the Company, are contemplated by the
          Commission, and any request on the part of the Commission for
          additional information with respect to the Registration Statement (or
          any document incorporated therein by reference pursuant to the 1934
          Act) has been complied with.

               At the respective times the Registration Statement (including any
          Rule 462(b) Registration Statement) and any post-effective amendments
          thereto became effective and at each Representation Date, the
          Registration Statement (including any Rule 462(b) Registration
          Statement) and any amendments thereto complied and will comply in all
          material respects with the requirements of the 1933 Act and the 1933
          Act Regulations and did not and will not contain an untrue statement
          of a material fact or omit to state a material fact required to be
          stated therein or necessary to make the statements therein not
          misleading. At the date of the Prospectus, at the Closing Time and at
          each Date of Delivery, if any, neither the Prospectus nor any
          amendments and supplements thereto included or will include an untrue
          statement of a material fact or omitted or will omit to state a
          material fact necessary in order to make the statements therein, in
          the light of the circumstances under which they were made, not
          misleading. Notwithstanding the foregoing, the representations and
          warranties in this subsection shall not apply to statements in or
          omissions from the Registration Statement (or any amendment thereto)
          or the Prospectus made in reliance upon and in conformity with
          information furnished to the Company in writing by any Underwriter
          expressly for use in the Registration


                                       3


<PAGE>


          Statement (or any amendment thereto) or the Prospectus (or any
          amendment or supplement thereto).

               Each prospectus filed as part of the Registration Statement as
          originally filed or as part of any amendment thereto, or filed
          pursuant to Rule 424 under the 1933 Act, complied when so filed in all
          material respects with the 1933 Act Regulations and the Prospectus
          delivered to the Underwriters for use in connection with the offering
          of the Securities will, at the time of such delivery, be identical to
          any electronically transmitted copies thereof filed with the
          Commission pursuant to EDGAR, except to the extent permitted by
          Regulation S-T.

               (2) INCORPORATED DOCUMENTS. The documents incorporated by
          reference in the Registration Statement and the Prospectus (the
          "Incorporated Documents"), at the time they were or hereafter are
          filed with the Commission, complied and will comply in all material
          respects with the requirements of the 1934 Act and the rules and
          regulations of the Commission thereunder (the "1934 Act Regulations"),
          and, when read together with the other information in the Prospectus,
          at the date of the Prospectus and at the Closing Time (and if any
          Option Securities are purchased, at the Date of Delivery), did not and
          will not contain an untrue statement of a material fact or omit to
          state a material fact required to be stated therein or necessary to
          make the statements therein not misleading.

               (3) INDEPENDENT ACCOUNTANTS. The accountants who certified the
          financial statements and supporting schedules included in the
          Registration Statement and the Prospectus are independent public
          accountants as required by the 1933 Act and the 1933 Act Regulations.

               (4) FINANCIAL STATEMENTS. The financial statements included in or
          incorporated into the Registration Statement and the Prospectus,
          together with the related schedules and notes, present fairly the
          financial position of the Company and its consolidated subsidiaries at
          the dates indicated and the statement of operations, stockholders'
          equity and cash flows of the Company and its consolidated subsidiaries
          for the periods specified; said financial statements have been
          prepared in conformity with generally accepted accounting principles
          ("GAAP") applied on a consistent basis throughout the periods
          involved, except as stated therein. The supporting schedules
          incorporated by reference in the Registration Statement and the
          Prospectus present fairly in accordance with GAAP the information
          required to be stated in the Incorporated Documents. The selected
          financial data and the summary financial information included in the
          Prospectus present fairly the information shown therein and have been
          compiled on a basis consistent in all material respects with that of
          the audited financial statements included in or incorporated by
          reference in the Registration Statement and the Prospectus.

               (5) NO MATERIAL ADVERSE CHANGE IN BUSINESS. Since the respective
          dates as of which information is given in the Registration Statement
          and the Prospectus, except as otherwise stated therein, (A) there has
          been no material adverse change or prospective material adverse change
          in the business, management, financial position, stockholders equity
          or results of operations of the Company and its subsidiaries
          considered as one enterprise, whether or not arising in the ordinary
          course of business (a "Material Adverse


                                       4


<PAGE>


          Effect"), and (B) there have been no transactions entered into by the
          Company or any of its subsidiaries, other than those in the ordinary
          course of business, which are material with respect to the Company and
          its subsidiaries considered as one enterprise, and there has been no
          dividend or distribution of any kind declared, paid or made by the
          Company on any class of its capital stock.

               (6) GOOD STANDING OF THE COMPANY. The Company has been duly
          organized and is validly existing as a corporation in good standing
          under the laws of the State of Delaware and has corporate power and
          authority to own, lease and operate its properties and to conduct its
          business as described in the Prospectus and to enter into and perform
          its obligations under, or as contemplated by, this Agreement and the
          Operative Agreements. The Company is duly qualified as a foreign
          corporation to transact business and is in good standing in each other
          jurisdiction in which such qualification is required, whether by
          reason of the ownership or leasing of property or the conduct of
          business, except where the failure so to qualify or to be in good
          standing would not result in a Material Adverse Effect.

               (7) GOOD STANDING OF SUBSIDIARIES. Each subsidiary of the Company
          has been duly organized or formed and is validly existing as a
          corporation, limited partnership, limited liability company,
          Massachusetts business trust or general partnership, as the case may
          be, under the laws of its jurisdiction of organization and is in good
          standing under the laws of its jurisdiction of organization, has power
          (corporate or otherwise) and authority to own, lease and operate its
          properties and to conduct its business as described in the Prospectus
          or in the Incorporated Documents and is duly qualified as a foreign
          corporation, limited partnership, limited liability company,
          Massachusetts business trust or general partnership, as the case may
          be, to transact business and is in good standing in each jurisdiction
          in which such qualification is required, whether by reason of the
          ownership or leasing of property or the conduct of business, except
          where the failure to so qualify or to be in good standing would not
          result in a Material Adverse Effect. Except as otherwise disclosed in
          the Prospectus or in the Incorporated Documents, all of the issued
          shares of capital stock of each subsidiary of the Company which is a
          corporation, have been duly authorized and validly issued, and are
          fully paid and non-assessable, and (except for directors' qualifying
          shares and as described generally in the Prospectus and in the
          Incorporated Documents) are owned directly or indirectly by the
          Company, free and clear of all liens, encumbrances, equities or
          claims, in each case with such exceptions, individually or in the
          aggregate, as would not have a Material Adverse Effect. The
          partnership interests, membership interests and shares of beneficial
          interest of each subsidiary of the Company which is a partnership,
          limited liability company or Massachusetts business trust have been
          validly issued in accordance with applicable law and the partnership
          agreement, limited liability agreement or declaration of trust, as
          applicable, of such subsidiary, and (except as described generally in
          the Prospectus or in the Incorporated Documents) are owned directly or
          indirectly by the Company, free and clear of all liens, encumbrances,
          equities or claims, except, in the case of each subsidiary of the
          Company, for liens, encumbrances, equities or claims which
          individually or in the aggregate would not be material to the
          Company's ownership of such subsidiary or to the Company's exercise of
          its rights with respect to such subsidiary; and none of the
          outstanding shares of capital stock, partnership interests, membership
          interests or shares


                                       5


<PAGE>


          of beneficial interests, as the case may be, of any subsidiary was
          issued in violation of the preemptive or similar rights of any
          securityholder of such subsidiary.

               (8) CAPITALIZATION. The authorized, issued and outstanding shares
          of capital stock of the Company are as set forth in the Prospectus in
          the column entitled "Actual" under the caption "Capitalization"
          (except for subsequent issuances, if any, pursuant to this Agreement,
          pursuant to reservations, agreements or employee benefit plans
          referred to in the Prospectus or in the Incorporated Documents or
          pursuant to the exercise of convertible securities or options referred
          to in the Prospectus or in the Incorporated Documents). The shares of
          issued and outstanding capital stock of the Company have been duly
          authorized and validly issued and are fully paid and non-assessable;
          none of the outstanding shares of capital stock of the Company was
          issued in violation of the preemptive or other similar rights of any
          securityholder of the Company.

               (9) AUTHORIZATION OF THE INDENTURE. The Indenture has been duly
          authorized by the Company and, when duly executed and delivered by the
          Company and the Trustee, will constitute a valid and binding agreement
          of the Company, enforceable against the Company in accordance with its
          terms, except as the enforcement thereof may be limited by bankruptcy,
          insolvency, reorganization, moratorium or other similar laws relating
          to or affecting creditors' rights generally or by general equitable
          principles.

               (10) AUTHORIZATION OF THE PURCHASE CONTRACT AGREEMENT. The
          Purchase Contract Agreement has been duly authorized by the Company
          and, when duly executed and delivered by the Company and assuming due
          authorization, execution and delivery of the Purchase Contract
          Agreement by the Purchase Contract Agent, will constitute a valid and
          binding agreement of the Company, enforceable against the Company in
          accordance with its terms, except as the enforcement thereof may be
          limited by bankruptcy, insolvency, reorganization, moratorium or other
          similar laws relating to or affecting creditors' rights generally or
          by general equitable principles.

               (11) AUTHORIZATION OF THE PLEDGE AGREEMENT. The Pledge Agreement
          has been duly authorized by the Company and, when duly executed and
          delivered by the Company and assuming due authorization, execution and
          delivery of the Pledge Agreement by the Collateral Agent and the
          Purchase Contract Agent, will constitute a valid and binding agreement
          of the Company, enforceable against the Company in accordance with its
          terms, except as the enforcement thereof may be limited by bankruptcy,
          insolvency, reorganization, moratorium or other similar laws relating
          to or affecting creditors' rights generally or by general equitable
          principles.

               (12) AUTHORIZATION OF THE SENIOR NOTES. The Senior Notes have
          been duly authorized and, at the Closing Time, will have been duly
          executed by the Company and, when authenticated, issued and delivered
          in the manner provided for in the Indenture and delivered against
          payment of the purchase price therefor as provided in this Agreement,
          will constitute valid and binding obligations of the Company,
          enforceable against the Company in accordance with their terms, except
          as the enforcement thereof may be limited by bankruptcy, insolvency,
          reorganization, moratorium or other similar laws relating to or
          affecting creditors' rights generally or by general equitable
          principles.


                                       6


<PAGE>


               (13) AUTHORIZATION OF THE INCOME PRIDES. The Income PRIDES have
          been duly authorized and, at the Closing Time, will have been duly
          executed by the Company and, when issued and delivered against the
          purchase price therefor as provided in this Agreement, will constitute
          valid and binding obligations of the Company, enforceable against the
          Company in accordance with their terms, except as the enforcement
          thereof may be limited by bankruptcy, insolvency, reorganization,
          moratorium or other similar laws relating to or affecting creditors'
          rights generally or by general equitable principles. The issuance of
          the Income PRIDES is not subject to preemptive or other similar
          rights.

               (14) AUTHORIZATION OF THE GROWTH PRIDES. The Growth PRIDES have
          been duly authorized and, when duly executed by the Company, issued
          and delivered against the purchase price therefor as provided in this
          Agreement, will constitute valid and binding obligations of the
          Company, enforceable against the Company in accordance with their
          terms, except as the enforcement thereof may be limited by bankruptcy,
          insolvency, reorganization, moratorium or other similar laws relating
          to or affecting creditors' rights generally or by general equitable
          principles.

               (15) AUTHORIZATION AND DESCRIPTION OF COMMON STOCK. The Common
          Stock conforms to all statements relating thereto incorporated by
          reference in the Prospectus, and such description conforms in all
          material respects to the rights set forth in the instruments defining
          the same. Upon issuance and delivery of the Securities in accordance
          with this Agreement and the Indenture, the Securities will be
          convertible at the option of the holder thereof for shares of Common
          Stock in accordance with the terms of the Securities and the
          Indenture; the shares of Common Stock issuable upon conversion of the
          Securities have been duly authorized and reserved for issuance upon
          such conversion by all necessary corporate action and such shares,
          when issued upon such conversion, will be validly issued and will be
          fully paid and non-assessable; and the issuance of such shares upon
          such conversion will not be subject to the preemptive or other similar
          rights of any securityholder of the Company.

               (16) AUTHORIZATION OF THIS AGREEMENT AND THE REMARKETING
          AGREEMENT. This Agreement and Remarketing Agreement have been duly
          authorized, and this Agreement has been duly executed and delivered by
          the Company.

               (17) DESCRIPTIONS OF THE SECURITIES AND THE INDENTURE. The
          description of the Securities and the Indenture set forth in the
          Prospectus is correct in all material respects.

               (18) DESCRIPTIONS OF THE OPERATIVE AGREEMENTS. The descriptions
          of the Operative Agreements, set forth in the Prospectus are correct
          in all material respects.

               (19) ABSENCE OF DEFAULTS AND CONFLICTS. Neither the Company nor
          any of its subsidiaries is in violation of its charter or by-laws or
          other constituting or organizational document or in default in the
          performance or observance of any obligation, agreement, covenant or
          condition contained in any contract, indenture, mortgage, deed of
          trust, loan or credit agreement, note, lease or other agreement or
          instrument to which the Company or any of its subsidiaries is a party
          or by which it or any of them may be bound, or to which any of the
          property or assets of the Company or any subsidiary is subject


                                       7


<PAGE>


          (collectively, "Agreements and Instruments") except for such defaults
          that would not result in a Material Adverse Effect; and the execution,
          delivery and performance of this Agreement, the Indenture, the
          Securities and each of the Operative Agreements and the consummation
          of the transactions contemplated herein and in the Prospectus
          (including the issuance and sale of the Securities and the use of the
          proceeds from the sale of the Securities as described in the
          Prospectus under the caption "Use of Proceeds" and the issuance of the
          shares of Common Stock issuable upon conversion of the Securities) and
          compliance by the Company with its obligations hereunder, and under
          the Indenture, the Securities and each of the Operative Agreements,
          have been duly authorized by all necessary corporate action and do
          not, whether with or without the giving of notice or passage of time
          or both, conflict with or constitute a breach of, or default or
          Repayment Event (as defined below) under, or result in the creation or
          imposition of any lien, charge or encumbrance upon any property or
          assets of the Company or any subsidiary pursuant to, the Agreements
          and Instruments (except for such conflicts, breaches or defaults or
          liens, charges or encumbrances that would not result in a Material
          Adverse Effect), nor will such action result in any violation of the
          provisions of the charter or by-laws or other constituting or
          organizational instrument as in effect on the date hereof of the
          Company or any subsidiary or any applicable law, statute, rule,
          regulation, judgment, order, writ or decree of any government,
          government instrumentality or court, domestic or foreign, having
          jurisdiction over the Company or any subsidiary or any of their
          assets, properties or operations, except for any such violation of any
          applicable law, statute, rule, regulation, judgment, order, writ or
          decree of law which would not result in a Material Adverse Effect. As
          used herein, a "Repayment Event" means any event or condition which
          gives the holder of any note, debenture or other evidence of
          indebtedness (or any person acting on such holder's behalf) the right
          to require the repurchase, redemption or repayment of all or a portion
          of such indebtedness by the Company or any subsidiary.

               (20) ABSENCE OF LABOR DISPUTE. No labor dispute with the
          employees of the Company or any subsidiary exists or, to the knowledge
          of the Company, is imminent.

               (21) ABSENCE OF PROCEEDINGS. Except as disclosed in the
          Registration Statement and the Prospectus or in the Incorporated
          Documents, there is no action, suit, proceeding, inquiry or
          investigation before or brought by any court or governmental agency or
          body, domestic or foreign, now pending, or, to the knowledge of the
          Company, threatened, against or affecting the Company or any
          subsidiary, which, singly or in the aggregate, would reasonably be
          expected to result in a Material Adverse Effect, or which would
          reasonably be expected to materially and adversely affect the
          consummation of the transactions contemplated in this Agreement or the
          performance by the Company of its obligations hereunder.

               (22) ACCURACY OF EXHIBITS. All of the descriptions of contracts
          or other documents contained or incorporated by reference in the
          Registration Statement and the Prospectus are accurate and complete
          descriptions in all material respects of such contracts or other
          documents.

               (23) POSSESSION OF INTELLECTUAL PROPERTY. The Company and its
          subsidiaries own or possess the intellectual property necessary to
          carry on the business now operated


                                       8


<PAGE>


          by them, and neither the Company nor, to the best of the Company's
          knowledge, any of its subsidiaries has received any notice or is
          otherwise aware of any infringement of or conflict with asserted
          rights of others with respect to any such intellectual property or of
          any facts or circumstances which would render any such intellectual
          property invalid or inadequate to protect the interest of the Company
          or any of its subsidiaries therein, and which infringement or conflict
          (if the subject of any unfavorable decision, ruling or finding) or
          invalidity or inadequacy, singly or in the aggregate, would result in
          a Material Adverse Effect.

               (24) ABSENCE OF FURTHER REQUIREMENTS. No filing with, or
          authorization, approval, consent, license, order, registration,
          qualification or decree of, any court or governmental authority or
          agency is necessary or required for the performance by the Company of
          its obligations hereunder or under the Indenture or for the entry into
          the Purchase Contracts underlying the Income PRIDES, in connection
          with the offering, issuance or sale of the Securities hereunder, the
          issuance of shares of Common Stock upon conversion of Securities or
          the consummation of the transactions contemplated by this Agreement,
          or for the due execution, delivery or performance of the Agreement,
          the Indenture or the Operative Agreements, except such as have been
          already obtained or as may be required under the 1933 Act or the 1933
          Act Regulations or state securities laws.

               (25) POSSESSION OF LICENSES AND PERMITS. The Company and its
          subsidiaries possess such permits, licenses, approvals, consents and
          other authorizations (collectively, "Governmental Licenses") issued by
          the appropriate federal, state, local or foreign regulatory agencies
          or bodies necessary to conduct the business now operated by them; the
          Company and its subsidiaries are in compliance with the terms and
          conditions of all such Governmental Licenses, except in any such case
          where the failure to so possess or to comply would not, singly or in
          the aggregate, have a Material Adverse Effect; all of the Governmental
          Licenses are valid and in full force and effect, except where the
          invalidity of such Governmental Licenses or the failure of such
          Governmental Licenses to be in full force and effect would not have a
          Material Adverse Effect; and neither the Company nor any of its
          subsidiaries has received any notice of proceedings relating to the
          revocation or modification of any such Governmental Licenses which,
          singly or in the aggregate, if the subject of an unfavorable decision,
          ruling or finding, would result in a Material Adverse Effect.

               (26) TITLE TO PROPERTY. The Company and its subsidiaries have
          good and marketable title to all real property owned by the Company
          and its subsidiaries and good title to all other properties owned by
          them, in each case, free and clear of all mortgages, pledges, liens,
          security interests, claims, restrictions or encumbrances of any kind
          except such as (a) are described in the Prospectus or (b) would not,
          singly or in the aggregate, result in a Material Adverse Effect; and
          all of the leases and subleases material to the business of the
          Company and its subsidiaries, considered as one enterprise, and under
          which the Company or any of its subsidiaries holds properties
          described in the Prospectus or in the Incorporated Documents, are in
          full force and effect, and neither the Company nor any subsidiary has
          any notice of any material claim of any sort that has been asserted by
          anyone adverse to the rights of the Company or any subsidiary under
          any of the leases or subleases mentioned above, or affecting or
          questioning the rights of the Company or


                                       9


<PAGE>


          such subsidiary to the continued possession of the leased or subleased
          premises under any such lease or sublease.

               (27) INVESTMENT COMPANY ACT. Neither the Company nor any of its
          subsidiaries are, and upon the issuance and sale of the Securities as
          herein contemplated and the application of the net proceeds therefrom
          as described in the Prospectus will be, an "investment company" or an
          entity "controlled" by an "investment company" as such terms are
          defined in the Investment Company Act of 1940, as amended (the "1940
          Act").

               (28) ENVIRONMENTAL LAWS. Except as described in the Prospectus or
          in the Incorporated Documents and except as would not, singly or in
          the aggregate, result in a Material Adverse Effect, (A) neither the
          Company nor any of its subsidiaries is in violation of any federal,
          state, local or foreign statute, law, rule, regulation, ordinance,
          code, policy or rule of common law or any judicial or administrative
          interpretation thereof, including any judicial or administrative
          order, consent, decree or judgment, relating to pollution or
          protection of human health, the environment (including, without
          limitation, ambient air, surface water, groundwater, land surface or
          subsurface strata) or wildlife, including, without limitation, laws
          and regulations relating to the release or threatened release of
          chemicals, pollutants, contaminants, wastes, toxic substances,
          hazardous substances, petroleum or petroleum products (collectively,
          "Hazardous Materials") or to the manufacture, processing,
          distribution, use, treatment, storage, disposal, transport or handling
          of Hazardous Materials (collectively, "Environmental Laws"), (B) the
          Company and its subsidiaries have all permits, authorizations and
          approvals required under any applicable Environmental Laws and are
          each in compliance with their requirements, (C) there are no pending
          or, to the best knowledge of the Company, threatened administrative,
          regulatory or judicial actions, suits, demands, demand letters,
          claims, liens, notices of noncompliance or violation, investigation or
          proceedings relating to any Environmental Law against the Company or
          any of its subsidiaries, and (D) to the best knowledge of the Company,
          there are no events or circumstances that might reasonably be expected
          to form the basis of an order for clean-up or remediation, or an
          action, suit or proceeding by any private party or governmental body
          or agency, against or affecting the Company or any of its subsidiaries
          relating to Hazardous Materials or the violation of any Environmental
          Laws.

               (29) ADVISER ACTIVITIES AND BROKER-DEALER BUSINESS. The Company
          is not required to register as an "investment adviser" or as a
          "broker-dealer" within the Investment Advisers Act of 1940, as amended
          (the "Advisers Act") or the 1934 Act, respectively, and the rules and
          regulations of the Commission promulgated thereunder. The Company is
          not required to be registered, licensed or qualified as an investment
          adviser or broker-dealer under the laws requiring any such
          registration, licensing or qualification in any jurisdiction in which
          it or its subsidiaries conduct business.

               Each of the subsidiaries has been duly registered as an
          investment adviser under the Advisers Act, and has been duly
          registered as a broker-dealer under the 1934 Act, and each such
          registration is in full force and effect, in each case to the extent
          such registration is required and with such exceptions as would not
          reasonably be expected to have a Material Adverse Effect. Each of the
          subsidiaries is duly registered, licensed or


                                       10


<PAGE>


          qualified as an investment adviser and broker-dealer under state and
          local laws where such registration, licensing or qualification is
          required by such laws and is in compliance with all such laws
          requiring any such registration, licensing or qualification, in each
          case with such exceptions, individually or in the aggregate, as would
          not reasonably be expected to have a Material Adverse Effect.

               (30) COMPLIANCE WITH LAWS. Each of the subsidiaries which is
          required to be registered as an investment adviser or broker-dealer is
          and has been in compliance with all applicable laws and governmental
          rules and regulations, as may be applicable to its investment advisory
          or broker-dealer business, except to the extent that such
          non-compliance would not reasonably be expected to result in a
          Material Adverse Effect and none of such subsidiaries is prohibited by
          any provision of the Advisers Act or the 1940 Act from acting as an
          investment adviser. Each subsidiary of the Company which is required
          to be registered as a broker-dealer is a member in good standing of
          the National Association of Securities Dealers, Inc. No subsidiary
          which is required to be registered as an investment adviser or
          broker-dealer is in default with respect to any judgment, order, writ,
          injunction, decree, demand or assessment issued by any court or any
          foreign, federal, state, municipal or other governmental agency,
          board, commission, bureau, instrumentality or department, domestic or
          foreign, or by any self-regulatory authority relating to any aspect of
          its investment advisory or broker-dealer business, which would need to
          be disclosed pursuant to Rule 206(4)-4(b) under the Advisers Act, or
          which is reasonably likely to give rise to an affirmative answer to
          any of the questions in Item 11, Part 1 of the Form ADV of such
          registered investment adviser or which is reasonably likely to give
          rise to an affirmative answer to any of the questions in Item 7 of the
          Form BD of such broker-dealer.

               (31) REGISTRATION OF FUNDS. Each mutual fund (the "Mutual Funds")
          has been since inception, is currently and will be immediately after
          consummation of the transactions contemplated herein, a duly
          registered investment company in compliance with the Investment
          Company Act of 1940, as amended (the "Investment Company Act"), and
          the rules and regulations promulgated thereunder and duly registered
          or licensed, except where any failure to be duly registered,
          individually or in the aggregate, would not reasonably be expected to
          result in a Material Adverse Effect. Since their initial offering,
          shares of each of the Mutual Funds have been duly qualified for sale
          under the securities laws of each jurisdiction in which they have been
          sold or offered for sale at such time or times during which such
          qualification was required, and, if not so qualified, the failure to
          so qualify would not reasonably be expected to have a Material Adverse
          Effect. The offering and sale of shares of each of the Mutual Funds
          have been registered under the 1933 Act during such period or periods
          for which such registration is required; the related registration
          statement has become effective under the 1933 Act; no stop order
          suspending the effectiveness of any such registration statement has
          been issued and no proceedings for that purpose have been instituted
          or, to the best knowledge of the Company, are contemplated. The
          registration statement of each Mutual Fund, together with the
          amendments and supplements thereto, under the Investment Company Act
          and the 1933 Act has, at all times when such registration statement
          was effective, complied in all material respects with the requirements
          of the Investment Company Act and the Securities Act then in effect
          and neither such registration statement nor any amendments


                                       11


<PAGE>


          or supplements thereto contained, at the time and in light of the
          circumstances in which they were made, an untrue statement of a
          material fact or omitted to state a material fact required to be
          stated therein or necessary to make the statements therein, at the
          time and in the light of the circumstances under which they were made,
          not misleading. All shares of each of the Mutual Funds were sold
          pursuant to an effective registration statement, or pursuant to a
          valid exemption from registration, and have been duly authorized and
          are validly issued, fully paid and non-assessable. Each of the Mutual
          Funds' investments has been made in accordance with its investment
          policies and restrictions set forth in its registration statement in
          effect at the time the investments were made and have been held in
          accordance with its respective investment policies and restrictions,
          to the extent applicable and in effect at the time such investments
          were held, except to the extent any failure to comply with such
          policies and restrictions, individually or in the aggregate, would not
          reasonably be expected to result in a Material Adverse Effect.

               (32) AGREEMENTS. The Company is not party to any investment
          advisory agreement or distribution agreement and is not serving or
          acting as an investment adviser to any person. Each of the
          investment advisory agreements to which any of the subsidiaries is
          a party is a legal and valid obligation of such subsidiary and
          complies with the applicable requirements of the Advisers Act and
          the rules and regulations of the Commission thereunder. Each of the
          investment advisory agreements and distribution agreements between
          a subsidiary and a Mutual Fund is a legal and valid obligation of
          such subsidiary and complies with the applicable requirements of
          the Investment Company Act, and in the case of such distribution
          agreements, with the applicable requirements of the 1934 Act,
          except where the failure to so comply would not, individually or in
          the aggregate, reasonably be expected to have a Material Adverse
          Effect. No investment advisory agreement or distribution agreement
          to which any of the subsidiaries is a party that was either in
          effect on January 1, 2001 or entered into by a subsidiary since
          January 1, 2001 has been terminated or expired, except where any
          such termination or expiration would not, individually or in the
          aggregate, reasonably be expected to have a Material Adverse
          Effect. None of such subsidiaries is in breach or violation of or
          in default under any such investment advisory agreement or
          distribution agreement, with such exceptions individually or in the
          aggregate as would not reasonably be expected to have a Material
          Adverse Effect. No subsidiary is serving or acting as an investment
          adviser to any person except pursuant to an agreement to which such
          subsidiary is a party and which is in full force and effect, other
          than any agreement the non-existence of which would not,
          individually or in the aggregate, reasonably be expected to have a
          Material Adverse Effect. The consummation of the transaction
          contemplated herein will not constitute an "assignment" as such
          term is defined in the Advisers Act and the 1934 Act.

         (b) OFFICERS' CERTIFICATES. Any certificate signed by any officer of
the Company delivered to the Underwriters or to counsel for the Underwriters in
connection with the offering of the Securities shall be deemed a representation
and warranty by the Company to each Underwriter as to the matters covered
thereby on the date of such certificate and, unless subsequently amended or
supplemented, at each Representation Date subsequent thereto.


                                       12


<PAGE>


         Section 2. SALE AND DELIVERY TO UNDERWRITERS; CLOSING.

         (a) INITIAL SECURITIES. On the basis of the representations, warranties
and agreements herein contained and subject to the terms and conditions herein
set forth, the Company agrees to sell to each Underwriter, severally and not
jointly, and each Underwriter, severally and not jointly, agrees to purchase
from the Company, at the price per security set forth in Schedule B, the number
of Initial Securities set forth in Schedule A hereto opposite the name of such
Underwriter, plus any additional number of Initial Securities that such
Underwriter may become obligated to purchase pursuant to the provisions of
Section 10 hereof.

         (b) OPTION SECURITIES. In addition, on the basis of the
representations, warranties and agreements herein contained and subject to the
terms and conditions herein set forth, the Company hereby grants an option to
the Underwriters, severally and not jointly, to purchase at their election up to
an additional 1,200,000 FELINE PRIDES, consisting solely of Income PRIDES, at
the price per Security set forth in Schedule B. The option hereby granted will
expire 30 days after the date hereof and may be exercised in whole or in part
from time to time only for the purpose of covering over-allotments which may be
made in connection with the offering and distribution of the Initial Securities
upon notice by the Underwriters to the Company setting forth the number of
Option Securities as to which the several Underwriters are then exercising the
option and the time and date of payment and delivery for such Option Securities.
Any such time and date of delivery (a "Date of Delivery") shall be determined by
the Underwriters, but shall not be later than seven full business days after the
exercise of said option, nor in any event prior to the Closing Time, as
hereinafter defined.

         (c) PLEDGE OF SECURITIES. The Underlying Notes will be pledged with the
Collateral Agent to secure the obligations of holders of the Income PRIDES to
purchase Common Stock under the Purchase Contracts. Such pledge shall be
effected by the transfer to the Collateral Agent of the Underlying Notes at the
Closing Time and appropriate Date of Delivery, if any, in accordance with the
Pledge Agreement.

         (d) PAYMENT. Payment of the purchase price for, and delivery of
certificates for, the Initial Securities shall be made at the offices of Sidley
Austin Brown & Wood LLP, 875 Third Avenue, New York, New York 10022, or at such
other place as shall be agreed upon by the Underwriters and the Company, at
10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30
P.M. (Eastern time) on any given day) business day after the date hereof (unless
postponed in accordance with the provisions of Section 11), or such other time
not later than ten business days after such date as shall be agreed upon by the
Underwriters and the Company (such time and date of payment and delivery being
herein called "Closing Time").

         In addition, in the event that any or all of the Option Securities are
purchased by the Underwriters, payment of the purchase price for, and delivery
of certificates for, such Option Securities shall be made at the above-mentioned
offices, or at such other place as shall be agreed upon by the Underwriters and
the Company, on each Date of Delivery as specified in the notice from the
Underwriters to the Company.

         Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company, against delivery to
the Underwriters for the respective accounts of the Underwriters of certificates
for the Securities to be purchased by them. It is understood that each
Underwriter has authorized the Representative, for its account, to


                                       13


<PAGE>


accept delivery of, receipt for, and make payment of the purchase price for, the
Securities which it has severally agreed to purchase. Merrill Lynch,
individually and not as representative of the Underwriters, may (but shall not
be obligated to) make payment of the purchase price for the Initial Securities
or the Option Securities, if any, to be purchased by any Underwriter whose funds
have not been received by the Closing Time or the relevant Date of Delivery, as
the case may be, but such payment shall not relieve such Underwriter from its
obligations hereunder.

         (e) DENOMINATIONS; REGISTRATION. The Securities and certificates for
the Initial Securities and Option Securities, if any, shall be in such
denominations ($25 or integral multiples thereof) and registered in such names
as the Underwriters may request in writing at least one full business day prior
to the Closing Time or the relevant Date of Delivery, as the case may be. The
certificates for the Initial Securities and Option Securities, if any, will be
made available for examination and packaging by the Underwriters in The City of
New York not later than 10:00 A.M. (Eastern time) on the business day prior to
the Closing Time or the relevant Date of Delivery, as the case may be.

         Section 3. COVENANTS OF THE COMPANY. The Company covenants with each
Underwriter as follows:

         (a) COMPLIANCE WITH SECURITIES REGULATIONS AND COMMISSION REQUESTS. The
Company, subject to Section 3(b), will notify the Underwriters immediately, and
confirm the notice in writing, of (i) the effectiveness of any post-effective
amendment to the Registration Statement or the filing of any supplement or
amendment to the Prospectus, (ii) the receipt of any comments from the
Commission, (iii) any request by the Commission for any amendment to the
Registration Statement or any amendment or supplement to the Prospectus or for
additional information, and (iv) the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or of the
suspension of the qualification of the Securities for offering or sale in any
jurisdiction, or of the initiation or threatening (known by the Company) of any
proceedings for any of such purposes. The Company will promptly effect the
filings necessary pursuant to Rule 424 and will take such steps as they deem
necessary to ascertain promptly whether the Prospectus transmitted for filing
under Rule 424 was received for filing by the Commission and, in the event that
it was not, they will promptly file the Prospectus. The Company will make every
commercially reasonable effort to prevent the issuance of any stop order and, if
any stop order is issued, to obtain the lifting thereof at the earliest possible
moment.

         (b) FILING OF AMENDMENTS. The Company will give the Underwriters notice
of its intention to file or prepare any amendment to the Registration Statement
(including any filing under Rule 462(b) of the 1933 Act Regulations) or any
amendment, supplement or revision to either the prospectus included in the
Registration Statement at the time it became effective or to the Prospectus will
furnish the Underwriters with copies of any such documents a reasonable amount
of time prior to such proposed filing or use, as the case may be, and will give
the Underwriters a reasonable opportunity to comment on any such document prior
to such proposed filing or use, as the case may be.

         (c) DELIVERY OF REGISTRATION STATEMENTS. The Company has furnished or
will deliver to the Underwriters and counsel for the Underwriters, without
charge, signed copies of the


                                       14


<PAGE>


Registration Statement as originally filed and of each amendment thereto
(including exhibits filed therewith or incorporated by reference therein and
documents incorporated or deemed to be incorporated by reference therein) and
signed copies of all consents and certificates of experts, and will also deliver
to the Underwriters, without charge, a conformed copy of the Registration
Statement as originally filed and of each amendment thereto (without exhibits)
for each of the Underwriters. The Registration Statement and each amendment
thereto furnished to the Underwriters will be identical to any electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T.

         (d) DELIVERY OF PROSPECTUSES. The Company will furnish to each
Underwriter, without charge, during the period when the Prospectus is required
to be delivered under the 1933 Act or the 1934 Act, such number of copies of the
Prospectus as such Underwriter may reasonably request. The Prospectus and any
amendments or supplements thereto furnished to the Underwriters will be
identical to any electronically transmitted copies thereof filed with the
Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

         (e) CONTINUED COMPLIANCE WITH SECURITIES LAWS. The Company will
comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and
the 1934 Act Regulations so as to permit the completion of the distribution
of the Securities as contemplated in this Agreement and in the Registration
Statement and the Prospectus. The Underwriters will notify promptly the
Company in writing of the completion of the distribution of Securities. If at
any time, prior to delivery of notice by the Underwriters to the Company of
the completion of the distribution of the Securities, when the Prospectus is
required by the 1933 Act or the 1934 Act to be delivered in connection with
sales of the Securities, any event shall occur or condition shall exist as a
result of which it is necessary, in the reasonable opinion of the Company and
its counsel or the opinion of counsel for the Underwriters, to amend the
Registration Statement in order that the Registration Statement will not
contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading or to amend or supplement the Prospectus in order that
the Prospectus will not include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements
therein not misleading in the light of the circumstances existing at the time
it is delivered to a purchaser, or if it shall be necessary, at any such time
to amend the Registration Statement or amend or supplement the Prospectus in
order to comply with the requirements of the 1933 Act or the 1933 Act
Regulations, the Company promptly will prepare and file with the Commission,
subject to Section 3(b), such amendment or supplement as may be necessary to
correct such statement or omission or to make the Registration Statement or
the Prospectus comply with such requirements, and the Company will furnish to
the Underwriters, without charge, such number of copies of such amendment or
supplement as the Underwriters may reasonably request.

         (f) BLUE SKY QUALIFICATIONS. The Company will use its reasonable
efforts, in cooperation with the Underwriters, to qualify the Securities and the
shares of Common Stock issuable upon conversion of Securities for offering and
sale under the applicable securities laws of such states and other jurisdictions
(domestic or foreign) as the Underwriters may designate; provided, however, that
the Company shall not be obligated to file any general consent to service of
process or to qualify as a foreign corporation or as a dealer in securities in
any jurisdiction in which it is not so qualified or to subject itself to
taxation in respect of doing business in any jurisdiction in which it is not
otherwise so subject. In each jurisdiction in which the Securities or


                                       15


<PAGE>


such shares of Common Stock issuable upon conversion of the Securities have been
so qualified, the Company will file such statements and reports as may be
required by the laws of such jurisdiction to continue such qualification in
effect for so long as may be required in connection with the distribution of the
Securities.

         (g) USE OF PROCEEDS. The Company will use the net proceeds received by
it from the sale of the Securities in the manner indicated in the Prospectus
under "Use of Proceeds."

         (h) RESTRICTION ON SALE OF COMMON STOCK. During a period of 60 days
after the date of the Prospectus, the Company will not, without the prior
written consent of the Representative, (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant for the sale of, lend or otherwise
dispose of or transfer any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock or file any registration
statement under the 1933 Act with respect to any of the foregoing or (ii) enter
into any swap or any other agreement or any transaction that transfers, in whole
or in part, directly or indirectly, the economic consequence of ownership of the
Common Stock, whether any such swap or transaction described in clause (i) or
(ii) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. The foregoing sentence shall not apply to (A)
the Securities to be sold hereunder, (B) any shares of Common Stock issued by
the Company pursuant to existing options, employee benefit agreements or
incentive stock or director stock unit plans or (C) any shares of Common Stock
or such other securities issued as consideration for investments in or
acquisition of entities involved in the Adviser Activities or other financial
services related businesses made by the Company or any subsidiary of the
Company.

         (i) REPORTING REQUIREMENTS. The Company, during the period when the
Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will
file all documents required to be filed with the Commission pursuant to the 1934
Act within the time periods required by the 1934 Act and the 1934 Act
Regulations.

         (j) REASONABLE INQUIRIES; INFORMATION. In connection with the original
distribution of the Securities, the Company agrees that, prior to any offer or
resale of the Securities by the Underwriters, the Underwriters and counsel for
the Underwriters shall have the right to make reasonable inquiries into the
business of the Company and its subsidiaries.

         (k) RESERVE OF COMMON STOCK. The Company will reserve and keep
available at all times, free of preemptive or other similar rights and liens and
adverse claims, sufficient Common Stock to satisfy any obligations to issue
Common Stock upon settlement of the Purchase Contracts and shall make all
reasonable efforts to have an effective registration statement available with
respect to the Common Stock to be issued pursuant to terms of the Purchase
Contract Agreement if such registration statement is required.

         Section 4. PAYMENT OF EXPENSES.

         (a) EXPENSES. The Company will pay all expenses incident to the
performance of its obligations under this Agreement, the Purchase Contract
Agreement and the Pledge Agreement including (i) the preparation, printing and
filing of the Registration Statement (including


                                       16


<PAGE>


financial statements and exhibits) as originally filed and of each amendment
thereto, (ii) the printing and delivery to the Underwriters of this Agreement,
the other Operative Agreements, and such other documents as may be required in
connection with the offering, purchase, sale, issuance or delivery of the
Securities, (iii) the preparation, issuance and delivery of the Securities and
any certificates for the Securities, to the Underwriters, (iv) the fees and
disbursements of the Company's counsel, accountants and other advisors or agents
(including transfer agents and registrars), as well as the fees and
disbursements of the Purchase Contract Agent, the Collateral Agent, any
depositary and their respective counsel, (v) the qualification of the Securities
under state securities laws in accordance with the provisions of Section 3(f)
hereof, including filing fees and the reasonable fees and disbursements of
counsel for the Underwriters in connection therewith and in connection with the
preparation, printing and delivery of the Blue Sky Survey, (vi) the printing and
delivery to the Underwriters of copies of the Prospectus and any amendments or
supplements thereto, (vii) the fees charged by nationally recognized statistical
rating organizations for the rating of the Securities, if applicable, and (viii)
any fees of the National Association of Securities Dealers, Inc.

         (b) TERMINATION OF AGREEMENT. If this Agreement is terminated by the
Underwriters in accordance with the provisions of Section 5 or Section 9(a)(i)
hereof, the Company shall reimburse the Underwriters for all of their
out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Underwriters.

         Section 5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligations of
the Underwriters to purchase and pay for the Securities pursuant to this
Agreement are subject to the accuracy of the representations and warranties of
the Company contained in Section 1 hereof or in certificates of any officer of
the Company delivered pursuant to the provisions hereof, to the performance by
the Company of its covenants and other obligations hereunder, and to the
following further conditions:

         (a) EFFECTIVENESS OF REGISTRATION STATEMENT. The Registration
Statement, including any Rule 462(b) Registration Statement, has become
effective under the 1933 Act and no stop order suspending the effectiveness of
the Registration Statement shall have been issued under the 1933 Act and no
proceedings for that purpose shall have been instituted or be pending or
threatened by the Commission, and any request on the part of the Commission for
additional information shall have been complied with to the reasonable
satisfaction of counsel to the Underwriters. A prospectus containing information
relating to the description of the Securities, the specific method of
distribution of the Securities and similar matters shall have been filed with
the Commission in accordance with Rule 424(b)(1), (2), (3), (4) or (5), as
applicable.

         (b) OPINION OF COUNSEL FOR THE COMPANY. At Closing Time, the
Underwriters shall have received the favorable opinion, dated as of Closing
Time, of Goodwin Procter LLP, counsel for the Company, in form and substance
satisfactory to the Underwriters and counsel for the Underwriters, to the effect
set forth in Exhibit A hereto. In giving such opinion such counsel may rely, as
to all matters governed by the laws of jurisdictions other than the law of the
Commonwealth of Massachusetts, the federal law of the United States and the
General Corporation Law of the State of Delaware, upon the opinions of counsel
satisfactory to the Underwriters. Such counsel may also state that, insofar as
such opinion involves factual matters,


                                       17


<PAGE>


they have relied, to the extent they deem proper, upon certificates of the
officers of the Company and certificates of public officials.

         (c) OPINION OF COUNSEL FOR PURCHASE CONTRACT AGENT. At Closing Time,
the Underwriters shall have received the favorable opinion, dated as of Closing
Time, of Emmet, Marvin & Martin, LLP, counsel to the Purchase Contract Agent, in
form and substance satisfactory to counsel for the Underwriters, to the effect
set forth in Exhibit B hereto.

         (d) OPINION OF COUNSEL FOR UNDERWRITERS. At the Closing Time, the
Underwriters shall have received the favorable opinion, satisfactory to the
Underwriters, dated as of Closing Time, of Sidley Austin Brown & Wood LLP,
counsel for the Underwriters. In giving such opinion such counsel may rely, as
to all matters governed by the laws of jurisdictions other than the law of the
State of New York, the federal law of the United States and the General
Corporation Law of the State of Delaware, upon the opinions of counsel
satisfactory to the Underwriters. Such counsel may also state that, insofar as
such opinion involves factual matters, they have relied, to the extent they deem
proper, upon certificates of officers of the Company and certificates of public
officials.

         (e) OFFICERS' CERTIFICATE. At the Closing Time, there shall not have
been, since the date hereof or since the respective dates as of which
information is given in the Prospectus, any material adverse change or
prospective material adverse change in the business, management, financial
position, stockholders' equity or results of operations of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, and the Underwriters shall have received a
certificate of the President or an Executive Vice President or a Vice President
of the Company and of the chief financial or chief accounting officer of the
Company, dated as of Closing Time, to the effect that (i) there has been no such
material adverse change, (ii) the representations and warranties in Section 1(a)
hereof are true and correct with the same force and effect as though expressly
made at and as of Closing Time, (iii) the Company has complied with all of the
agreements entered into in connection with the transaction contemplated herein
and satisfied all conditions on its part to be performed or satisfied at or
prior to Closing Time, and (iv) no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings for that purpose
have been instituted, are pending or, to the best of such officers' knowledge,
are threatened by the Commission.

         (f) ACCOUNTANT'S COMFORT LETTER. At Closing Time, the Underwriters
shall have received from PricewaterhouseCoopers LLP a letter dated such date, in
form and substance satisfactory to the Underwriters, containing statements and
information of the type ordinarily included in accountants' "comfort letters" to
underwriters with respect to the financial statements and certain financial
information contained in the Prospectus.

         (g) RATINGS. At the Closing Time, the Securities shall be rated at
least BBB- by Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc. and the Company shall have delivered to the Underwriters a
letter dated the Closing Time, from such rating agency, or other evidence
satisfactory to the Underwriters, confirming that the Securities have such
rating; and since the date of this Agreement, there shall not have occurred a
downgrading in the rating assigned to the Securities or any of the Company's
other debt securities by any "nationally recognized statistical rating agency,"
as that term is defined by the


                                       18


<PAGE>


Commission for purposes of Rule 436(g)(2) under the 1933 Act, and no such
organization shall have publicly announced that it has under surveillance or
review its rating of the Securities or any of the Company's other debt
securities.

         (h) LOCK-UP AGREEMENTS. At the date of this Agreement, the Underwriters
shall have received an agreement substantially in the form of Exhibit A to
Schedule C hereto signed by the persons listed on Schedule C hereto.

         (i) CONDITIONS TO PURCHASE OF OPTION SECURITIES. In the event that the
Underwriters exercise their option provided in Section 2(b) hereof to purchase
all or any portion of the Option Securities, the representations and warranties
of the Company contained herein and the statements in any certificates furnished
by the Company hereunder shall be true and correct as of each Date of Delivery
and, at the relevant Date of Delivery, the Underwriters shall have received:

               (1) OFFICERS' CERTIFICATE. A certificate, dated such Date of
          Delivery, of the President or an Executive Vice President or a Vice
          President of the Company and of the chief financial or chief
          accounting officer of the Company confirming that the certificate
          delivered at the Closing Time pursuant to Section 5(e) hereof remains
          true and correct as of such Date of Delivery.

               (2) OPINION OF COUNSEL FOR COMPANY. The favorable opinion of
          Goodwin Procter LLP, counsel for the Company, dated such Date of
          Delivery, relating to the Option Securities to be purchased on such
          Date of Delivery and otherwise to the same effect as the opinion
          required by Section 5(b) hereof.

               (3) OPINION OF COUNSEL FOR PURCHASE CONTRACT AGENT. The favorable
          opinion of       , counsel to the Purchase Contract Agent, in form and
          substance satisfactory to counsel for the Underwriters, dated such
          Date of Delivery, relating to the Option Securities and otherwise to
          the same effect as the opinion required by Section 5(c) hereof.

               (4) OPINION OF COUNSEL FOR UNDERWRITERS. The favorable opinion of
          Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated
          such Date of Delivery, relating to the Option Securities to be
          purchased on such Date of Delivery and otherwise to the same effect as
          the opinion required by Section 5(d) hereof.

               (5) BRING-DOWN COMFORT LETTER. A letter from
          PricewaterhouseCoopers LLP, dated such Date of Delivery, substantially
          in the same form and substance as the letter furnished to the
          Underwriters pursuant to Section 5(f) hereof, except that the
          "specified date" in the letter furnished pursuant to this paragraph
          shall be a date not more than five days prior to such Date of
          Delivery.

               (6) NO DOWNGRADING. Subsequent to the date of this Agreement, no
          downgrading shall have occurred in the rating accorded the Securities
          or of any of the Company's other securities by any "nationally
          recognized statistical rating organization", as that term is defined
          by the Commission for purposes of Rule 436(g)(2) under the 1933 Act,
          and no such organization shall have publicly announced that it has
          under surveillance or review its ratings of any of the Company's
          securities.


                                       19


<PAGE>


         (j) ADDITIONAL DOCUMENTS. At Closing Time and at each Date of Delivery,
counsel for the Underwriters shall have been furnished with such documents and
opinions as they may reasonably require for the purpose of enabling them to pass
upon the issuance and sale of the Securities as herein contemplated, or in order
to evidence the accuracy of any of the representations or warranties, or the
fulfillment of any of the conditions, herein contained; and all proceedings
taken by the Company in connection with the issuance and sale of the Securities
as herein contemplated shall be satisfactory in form and substance in the
reasonable judgment of the Underwriters and counsel for the Underwriters.

         (k) TERMINATION OF AGREEMENT. If any condition specified in this
Section shall not have been fulfilled when and as required to be fulfilled, this
Agreement, or, in the case of any condition to the purchase of Option
Securities, on a Date of Delivery which is after the Closing Time, the
obligations of the Underwriters to purchase the relevant Option Securities, may
be terminated by the Underwriters by notice to the Company at any time at or
prior to Closing Time or such Date of Delivery, as the case may be, and such
termination shall be without liability of any party to any other party except as
provided in Section 4 and except that Sections 6 and 7 shall survive any such
termination and remain in full force and effect.

         Section 6. INDEMNIFICATION.

         (a) INDEMNIFICATION OF UNDERWRITERS. The Company agrees to indemnify
and hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act to the extent and in the manner set forth in clauses (i), (ii) and
(iii) below.

               (i) against any and all loss, liability, claim, damage and
          expense whatsoever, as incurred, resulting from any untrue statement
          or alleged untrue statement of a material fact contained in the
          Prospectus (or any amendment or supplement thereto), or the omission
          or alleged omission therefrom of a material fact necessary in order to
          make the statements therein, in the light of the circumstances under
          which they were made, not misleading;

               (ii) against any and all loss, liability, claim, damage and
          expense whatsoever, as incurred, to the extent of the aggregate amount
          paid in settlement of any litigation, or any investigation or
          proceeding by any governmental agency or body, commenced or
          threatened, or of any claim whatsoever based upon any such untrue
          statement or omission, or any such alleged untrue statement or
          omission; provided that (subject to Section 6(d) below) any such
          settlement is effected with the written consent of the Company; and

               (iii) against any and all expense whatsoever, as incurred
          (including the reasonable fees and disbursements of counsel chosen by
          the Representative), reasonably incurred in investigating, preparing
          or defending against any litigation, or any investigation or
          proceeding by any governmental agency or body, commenced or
          threatened, or any claim whatsoever based upon any such untrue
          statement or omission, or any such alleged untrue statement or
          omission, to the extent that any such expense is not paid under (i) or
          (ii) above;


                                       20


<PAGE>


PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by the
Underwriters expressly for use in the Registration Statement or Prospectus (or
any amendment or supplement thereto).

         (b) INDEMNIFICATION OF COMPANY, DIRECTORS AND OFFICERS. Each
Underwriter agrees to indemnify and hold harmless the Company, its directors,
its officers and each person, if any, who controls the Company within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any
and all loss, liability, claim, damage and expense described in the indemnity
contained in subsection (a) of this Section, as incurred, but only with respect
to untrue statements or omissions, or alleged untrue statements or omissions,
made in the Prospectus (or any amendment or supplement thereto) in reliance upon
and in conformity with written information furnished to the Company by such
Underwriter expressly for use in the Prospectus (or any amendment or supplement
thereto).

         (c) ACTIONS AGAINST PARTIES; NOTIFICATION. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 6(a) above,
counsel to the indemnified parties shall be selected by the Underwriters, and,
in the case of parties indemnified pursuant to Section 6(b) above, counsel to
the indemnified parties shall be selected by the Company. An indemnifying party
may participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party. In
no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 or Section
7 hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

         (d) SETTLEMENT WITHOUT CONSENT IF FAILURE TO REIMBURSE. If at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 6(a)(ii) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the


                                       21


<PAGE>


aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into, and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement. Notwithstanding the immediately preceding sentence, if at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, an indemnifying party shall
not be liable for any settlement of the nature contemplated by Section 6(a)(ii)
effected without its consent if such indemnifying party (i) reimburses such
indemnified party in accordance with such request to the extent it considers
such request to be reasonable and (ii) provides written notice to the
indemnified party substantiating the unpaid balance as unreasonable, in each
case prior to the date of such settlement.

         Section 7. CONTRIBUTION. If the indemnification provided for in Section
6 hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriters on the other hand from the offering of the Securities
pursuant to this Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and of the Underwriters on the
other hand in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

         The relative benefits received by the Company on the one hand and the
Underwriters on the other hand in connection with the offering of the Securities
pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Securities
pursuant to this Agreement (before deducting expenses) received by the Company
and the total purchase discount received by the Underwriters, in each case as
set forth in the Prospectus, bear to the aggregate initial public offering price
of the Securities as set forth on such cover.

         The relative fault of the Company on the one hand and the Underwriters
on the other hand shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

         The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 7. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 7 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by


                                       22


<PAGE>


any governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue or alleged untrue statement or omission or
alleged omission.

         Notwithstanding the provisions of this Section 7, no Underwriter shall
be required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission.

         No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 7, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each director of the Company, each officer of the Company, and each person, if
any, who controls the Company within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act shall have the same rights to contribution as the
Company. The Underwriters' respective obligations to contribute pursuant to this
Section 7 are several in proportion to the principal amount of Initial
Securities set forth opposite their respective names in Schedule A hereto, and
not joint.

         Section 8. TERMINATION.

         (a) UNDERWRITING AGREEMENT. The Underwriters may terminate this
Agreement, by notice to the Company, at any time at or prior to Closing Time (i)
if there has been, since the time of execution of this Agreement or since the
respective dates as of which information is given in the Prospectus (exclusive
of any supplement or amendment), any Material Adverse Effect, or (ii) if there
has occurred any material adverse change in the financial markets in the United
States or in the international financial markets, any outbreak of hostilities or
escalation thereof or other calamity or crisis or any change or development
involving a prospective change in national or international political, financial
or economic conditions, in each case the effect of which is such as to make it,
in the judgment of the Underwriters, impracticable or inadvisable to market the
Securities or to enforce contracts for the sale of the Securities, or (iii) if
trading in any securities of the Company has been suspended or materially
limited by the Commission or the New York Stock Exchange or if trading generally
on the New York Stock Exchange or in the Nasdaq National Market has been
suspended or materially limited, or minimum or maximum prices for trading have
been fixed, or maximum ranges for prices have been required, by any of said
exchanges or by such system or by order of the Commission, the National
Association of Securities Dealers, Inc. or any other governmental authority or a
material disruption has occurred in commercial banking or securities settlement
or clearance services in the United States, or (iv) if a banking moratorium has
been declared by either federal or New York authorities.

         (b) LIABILITIES. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
6 and 7 shall survive such termination and remain in full force and effect.


                                       23


<PAGE>


         Section 9. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS. If one or more
of the Underwriters shall fail at the Closing Time or the relevant Date of
Delivery, as the case may be, to purchase the Securities which it or they are
obligated to purchase under this Agreement (the "Defaulted Securities"), then
the Underwriters shall have the right, within 24 hours thereafter, to make
arrangements for one or more of the non-defaulting Underwriters, or any other
underwriters, to purchase all, but not less than all, of the Defaulted
Securities in such amounts as may be agreed upon and upon the terms herein set
forth; if, however, the Underwriters shall not have completed such arrangements
within such 24-hour period, then:

               (a) if the number of Defaulted Securities does not exceed 10% of
          the number of Securities to be purchased on such date pursuant to this
          Agreement, the non-defaulting Underwriters shall be obligated,
          severally and not jointly, to purchase the full amount thereof in the
          proportions that their respective underwriting obligations under this
          Agreement bear to the underwriting obligations of all non-defaulting
          Underwriters, or

               (b) if the number of Defaulted Securities exceeds 10% of the
          number of Securities to be purchased on such date pursuant to this
          Agreement, this Agreement (or, with respect to the Underwriters'
          exercise of the over-allotment option for the purchase of Option
          Securities on a Date of Delivery after the Closing Time, the
          obligations of the Underwriters to purchase such Option Securities on
          such Date of Delivery) shall terminate without liability on the part
          of any non-defaulting Underwriter.

         No action taken pursuant to this Section 10 shall relieve any
defaulting Underwriter from liability in respect of its default.

         In the event of any such default which does not result in (i) a
termination of this Agreement or (ii) in the case of a Date of Delivery after
the Closing Time, a termination of the obligations of the Underwriters and the
Company with respect to the related Option Securities, as the case may be,
either the Underwriters or the Company shall have the right to postpone the
Closing Time or the relevant Date of Delivery, as the case may be, for a period
not exceeding seven days in order to effect any required changes in the
Registration Statement or the Prospectus or in any other documents or
arrangements.

         Section 10. NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to the Underwriters c/o Merrill Lynch at 4 World
Financial Center, New York, New York 10080, attention of Paul A. Pepe, Managing
Director; and notices to the Company shall be directed to it at 600 Hale Street,
Prides Crossing, MA 01965, attention of Treasurer.

         Section 11. PARTIES. This Agreement shall inure to the benefit of and
be binding upon each of the Underwriters, the Company and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
Underwriters and the Company and their respective successors and the controlling
persons and officers and directors referred to in Sections 6 and 7 and their
heirs and legal representatives, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision herein contained. This
Agreement and all conditions and provisions


                                       24


<PAGE>


hereof are intended to be for the sole and exclusive benefit of the Underwriters
and the Company and their respective successors, and said controlling persons
and officers and directors and their heirs and legal representatives, and for
the benefit of no other person, firm or corporation. No purchaser of Securities
from any Underwriter shall be deemed to be a successor by reason merely of such
purchase.

         Section 12. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS
OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

         Section 13. EFFECT OF HEADINGS. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.















                                       25


<PAGE>



         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
between the Underwriters and the Company in accordance with its terms.

                                           Very truly yours,


                                           AFFILIATED MANAGERS GROUP, INC.


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


CONFIRMED AND ACCEPTED,
as of the date first above written:
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
             INCORPORATED
GOLDMAN, SACHS & CO.
MORGAN STANLEY & CO. INCORPORATED

By: MERRILL LYNCH, PIERCE, FENNER & SMITH
                     INCORPORATED




By: /s/ Jay C. Horgen
   --------------------------------
       Name:  Jay C. Horgen
       Title: Vice President

       For itself and as Representative for the Underwriters



<PAGE>



                                                                      SCHEDULE A


<TABLE>
<CAPTION>
                                                           Number of
                                                            Initial
               Underwriter                                Securities
               -----------                                ----------
<S>                                                     <C>
Merrill Lynch, Pierce, Fenner & Smith
               Incorporated.......................      4,000,000
Goldman, Sachs & Co...............................      2,000,000
Morgan Stanley & Co. Incorporated.................      2,000,000

               Total..............................      8,000,000
                                                        ============
</TABLE>








                                     Sch-A-1


<PAGE>



                                                                      SCHEDULE B




                         AFFILIATED MANAGERS GROUP, INC.
                            (a Delaware corporation)

        8,000,000 FELINE PRIDES (Stated Amount of $25 per FELINE PRIDES),

                                  consisting of

                             8,000,000 Income PRIDES
                               each consisting of
             a Purchase Contract of Affiliated Managers Group, Inc.
            requiring the purchase on November 17, 2004 (or earlier)
                               of Common Stock of
                         Affiliated Managers Group, Inc.
                                       and
                           an 6% Senior Notes due 2006
                       of Affiliated Managers Group, Inc.



         1. The initial public offering price per Security, determined as
provided in said Section 2, shall be $25 per Security.

         2. The price per Security to be paid by the Underwriter shall be
$24.25, being an amount equal to the offering price set forth above less $.75
per Security.












                                     Sch-B-1


<PAGE>



                                                                      SCHEDULE C

                          List of persons and entities
                               subject to lock-up

<TABLE>
<S>                   <C>
William J. Nutt..................................Chairman and Chief Executive Officer

Sean M. Healey..................................President and Chief Operating Officer

Seth W. Brennan.............................Executive Vice President, New Investments

Darrell W. Crate......Executive Vice President, Chief Financial Officer and Treasurer

Nathaniel Dalton..............Executive Vice President, General Counsel and Secretary

Richard E. Floor.............................................................Director

Stephen J. Lockwood..........................................................Director

Harold J. Meyerman...........................................................Director

Dr. Rita M. Rodriguez........................................................Director

William F. Weld..............................................................Director
</TABLE>









                                     Sch-C-1


<PAGE>



                                                         Exhibit A to Schedule C


                   [FORM OF LOCK-UP PURSUANT TO SECTION 5(H)]





                                                    December   , 2001
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
       Incorporated
4 Word Financial Center
New York, New York  10080

             Re:Proposed Offering of FELINE PRIDES by
                Affiliated Managers Group, Inc.
                ----------------------------------------
Dear Sirs:

         The undersigned, a stockholder [and an officer and/or director] of
Affiliated Managers Group, Inc., a Delaware corporation (the "Company"),
understands that Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") proposes to enter into an Underwriting Agreement
(the "Underwriting Agreement') with the Company providing for the offering of
8,000,000 FELINE PRIDES (the "Securities"). In recognition of the benefit that
such an offering will confer upon the undersigned as a stockholder [and an
officer and/or director] of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees with Merrill Lynch that, during a period of 60 days from the
date of the final offering memorandum relating to the offer and sale of the
Securities, the undersigned will not, without the prior written consent of
Merrill Lynch, directly or indirectly, (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant for the sale of, lend or otherwise
dispose of or transfer any shares of the Company's Common Stock, par value $.01
per share (the "Common Stock"), or any securities convertible into or
exchangeable or exercisable for or repayable with Common Stock, whether now
owned or hereafter acquired by the undersigned or with respect to which the
undersigned has or hereafter acquires the power of disposition, or file any
registration statement under the Securities Act of 1933, as amended, with
respect to any of the foregoing or (ii) enter into any swap or any


                                     Sch-C-2


<PAGE>


other agreement or any transaction that transfers, in whole or in part, directly
or indirectly, the economic consequence of ownership of Common Stock or any
securities convertible into or exchangeable for Common Stock, whether any such
swap or transaction is to be settled by delivery of Common Stock or other
securities, in cash or otherwise.

                                                Very truly yours,



                                                Signature:  ___________________

                                                Print Name:____________________















                                     Sch-C-3


<PAGE>



                                                                       EXHIBIT A


                     FORM OF OPINION OF GOODWIN PROCTER LLP,
                            COUNSEL FOR THE COMPANY,
                    TO BE DELIVERED PURSUANT TO SECTION 5(b)



































                                       A-1


<PAGE>



                                                                       EXHIBIT B


                              FORM OF OPINION OF ,
                    COUNSEL FOR THE PURCHASE CONTRACT AGENT,
                    TO BE DELIVERED PURSUANT TO SECTION 5(c)


         (i) is duly incorporated and is validly existing as a national banking
association with trust powers under the laws of the United States with all
necessary power and authority to execute, deliver and perform its obligations
under the Purchase Contract Agreement, the Pledge Agreement and the Remarketing
Agreement;

         (ii) The execution, delivery and performance by the Purchase Contract
Agent of the Purchase Contract Agreement, the Pledge Agreement and the
Remarketing Agreement, and the authentication and delivery of the Securities
have been duly authorized by all necessary action on the part of the Purchase
Contract Agent. The Purchase Contract Agreement, the Pledge Agreement and the
Remarketing Agreement have been duly executed and delivered by the Purchase
Contract Agent, and constitute the legal, valid and binding obligations of the
Purchase Contract Agent, enforceable against the Purchase Contract Agent in
accordance with their respective terms, except as the enforcement thereof may be
limited by bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or other similar
laws affecting the enforcement of creditors' rights generally or by general
equitable principles (regardless of whether enforcement is considered in a
proceeding at law or in equity);

         (iii) The execution, delivery and performance of the Purchase Contract
Agreement, the Pledge Agreement and the Remarketing Agreement by the Purchase
Contract Agent does not conflict with or constitute a breach of the charter or
by-laws of the Purchase Contract Agent; and

         (iv) No consent, approval or authorization of, or registration with or
notice to, any Illinois or federal governmental authority or agency is required
for the execution, delivery or performance by the Purchase Contract Agent of the
Purchase Contract Agreement, the Pledge Agreement and the Remarketing Agreement.





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