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                                                                     EXHIBIT 4.2









                          FIRST SUPPLEMENTAL INDENTURE



                          Dated as of December 21, 2001

                                     Between

                  AFFILIATED MANAGERS GROUP, INC., As Issuer

                                       AND

                      FIRST UNION NATIONAL BANK, As Trustee















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      FIRST SUPPLEMENTAL INDENTURE, dated as of December 21, 2001 (the "First
Supplemental Indenture"), between Affiliated Managers Group, Inc., a corporation
duly organized and existing under the laws of the State of Delaware (the
"Company"), and First Union National Bank, a national banking association, as
trustee (the "Trustee").

      WHEREAS, the Company executed and delivered the Indenture dated as of
December 21, 2001 (the "Base Indenture") to the Trustee to provide for the
issuance of the Company's debentures, notes, bonds or other evidence of
indebtedness (the "Securities"), to be issued from time to time in one or more
series as might be determined by the Company under the Base Indenture; and

      WHEREAS, pursuant to the terms of the Base Indenture, the Company desires
to provide for the establishment of a new series of its Securities to be known
as its 6% Senior Notes due 2006 (the "Senior Notes"), the form and terms of such
Senior Notes and the terms, provisions and conditions thereof to be set forth as
provided in the Base Indenture and this First Supplemental Indenture (together,
the "Indenture"); and

      WHEREAS, the Company has requested that the Trustee execute and deliver
this First Supplemental Indenture and all requirements necessary to make this
First Supplemental Indenture a valid, binding and enforceable instrument in
accordance with its terms, and to make the Senior Notes, when executed,
authenticated and delivered by the Company, the valid, binding and enforceable
obligations of the Company, have been done and performed, and the execution and
delivery of this First Supplemental Indenture has been duly authorized in all
respects.

      NOW THEREFORE, in consideration of the purchase and acceptance of the
Senior Notes by the Holders thereof, and for the purpose of setting forth, as
provided in the Base Indenture, the form and terms of the Senior Notes, the
Company covenants and agrees with the Trustee as follows:

                                    ARTICLE I

                                   DEFINITIONS

      Section 1.1 Definition of Terms

      Unless the context otherwise requires:

      (a) a term defined in the Base Indenture has the same meaning when used
in this First Supplemental Indenture;

      (b) a term defined anywhere in this First Supplemental Indenture has
the same meaning throughout;

      (c) the singular includes the plural and vice versa;

      (d) headings are for convenience of reference only and do not affect
interpretation;

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      (e) the following terms have the meanings given to them in the Purchase
Contract Agreement:

            (i) Applicable Principal Amount;

            (ii) Authorized Newspaper;

            (iii) Cash Settlement;

            (iv) Clearing Agency;

            (v) Clearing Agency Participant;

            (vi) Collateral Agent;

            (vii) Depositary;

            (viii) Growth PRIDES;

            (ix) Income PRIDES;

            (x) Initial Remarketing;

            (xi) Initial Remarketing Date;

            (xii) Purchase Contract Agent;

            (xiii) Quotation Agent;

            (xxiv) Redemption Price;

            (xv) Reset Agent;

            (xvi) Reset Announcement Date;

            (xvii) Reset Rate;

            (xviii) Reset Spread;

            (xix) Tax Event;

            (xx) Treasury Portfolio;

            (xxi) Treasury Portfolio Purchase Price;

            (xxii) Two-Year Benchmark Treasury;

            (xxiii) Two and One-Quarter Year Benchmark Treasury;

            (xxiv) Secondary Remarketing;

            (xxv) Secondary Remarketing Date;

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            (xxvi) Underwriting Agreement;

      (f) the following terms have the meanings given to them in this Section
1.1(f):

       "Custodial Agent" shall have the meaning set forth in the Pledge
Agreement.

      "Failed Initial Remarketing" shall have the meaning set forth in Section
9.1(g).

      "Failed Secondary Remarketing" shall have the meaning set forth in Section
9.2(h).

      "Global Notes" shall have the meaning set forth in Section 2.3.

      "Interest Payment Date" shall have the meaning set forth in Section 2.4

      "Maturity Date" shall have the meaning specified in Section 2.2.

      "Note Repayment Price'" shall have the meaning set forth in Section 3.4.

      "Pledge Agreement" means the Pledge Agreement, dated as of the date
hereof, by and among the Company, First Union National Bank, as collateral agent
(the "Collateral Agent"), custodial agent and securities intermediary and as
purchase contract agent and attorney-in-fact.

      "Purchase Contract" shall have the meaning set forth in the Purchase
Contract Agreement.

      "Purchase Contract Agreement" means the Purchase Contract Agreement dated
as of December 21, 2001, between the Company and First Union National Bank, as
purchase contract agent.

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

      "Put Option" shall have the meaning set forth in Section 3.4.

      "Put Option Exercise Date" shall have the meaning set forth in Section
3.4.

      "Regular Record Date" means, with respect to any Interest Payment Date for
the Senior Notes, the close of business fifteen calendar days prior to each
Interest Payment Date.

      "Remarketing Agent" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated or any successor thereto or replacement Remarketing Agent under the
Remarketing Agreement.

      "Remarketing Agreement" means the Remarketing Agreement, dated as of
December 21, 2001, among the Company, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as remarketing agent and First Union National Bank as purchase
contract agent and attorney-in-fact.

      "Reset Effective Date" means (i) August 17, 2004 in case the interest
rate is reset on the Initial Remarketing Date, or (ii) the Purchase Contract
Settlement Date, in case the interest rate is reset on the Secondary
Remarketing Date.

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      The terms "Indenture," "Base Indenture," and "Senior Notes" shall have the
respective meanings set forth in the recitals to this First Supplemental
Indenture.

                                   ARTICLE II

               GENERAL TERMS AND CONDITIONS OF THE SENIOR NOTES

      Section 2.1 Designation and Principal Amount.

      There is hereby authorized a series of Securities designated the Senior
Notes due 2006, limited (except as otherwise provided in Article II of the
Indenture) in aggregate principal amount to $200,000,000 (or, $230,000,000, if
the Underwriters' over-allotment option is exercised in full). The Senior Notes
may be issued from time to time upon written order of the Company for the
authentication and delivery of Senior Notes pursuant to Section 202 of the Base
Indenture.

      Section 2.2 Maturity. The date upon which the Senior Notes shall become
due and payable at final maturity, together with any accrued and unpaid
interest, is November 17, 2006 (the "Maturity Date").

      Section 2.3 Form, Payment and Appointment. The Senior Notes shall be
issued in global form (the "Global Note") registered in the name of The
Depository Trust Company or its nominee or such other depositary as any officer
of the Company may from time to time designate. Principal of and premium, if
any, and interest on the Senior Notes will be payable, the transfer of such
Senior Notes will be registrable and such Senior Notes will be exchangeable for
Senior Notes bearing identical terms and provisions at the office or agency of
the Company maintained for such purpose as described below; provided, however,
that payment of interest may be made at the option of the Company by check
mailed to the Holder at such address as shall appear in the Security Register or
by wire transfer to an account appropriately designated by the Holder entitled
to payment.

      Every Global Note will provide that interest, if any, payable on any
Interest Payment Date will be paid to the applicable Depositary, for the
purpose of permitting such Depositary to credit the interest received by it
in respect of such Global Note to the accounts of the beneficial owners
thereof.

      The Company hereby designates the Borough of Manhattan, The City of New
York as the place of payment ("Place of Payment") for the Senior Notes, and the
office or agency maintained by the Company in such Place of Payment for the
purposes contemplated by this Section 2.3 shall initially be the Corporate Trust
Office of the Trustee.

      The Security Registrar, transfer agent and Paying Agent for the Senior
Notes shall be First Union National Bank. The Senior Notes shall be issuable in
denominations of $25 and integral multiples of $25 thereof.

      One or more global Senior Notes in principal amount equal to the aggregate
principal amount of all outstanding Senior Notes ("Global Senior Notes") may be
transferred, in whole but not in part, only to the Clearing Agency or a nominee
of the Clearing Agency, or to a successor

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Clearing Agency selected or approved by the Company or to a nominee of such
successor Clearing Agency.

      Section 2.4 Interest.

      (a) The Senior Note will bear interest initially at the rate of 6% per
year (the "Coupon Rate") from and including December 21, 2001 through and
including the day immediately preceding the Reset Effective Date and at the
Reset Rate thereafter until the principal thereof is paid or duly made available
for payment and shall bear interest, to the extent permitted by law, compounded
quarterly, on any overdue principal and premium, if any, and on any overdue
installment of interest at the Coupon Rate through and including the day
immediately preceding the Reset Effective Date and at the Reset Rate thereafter,
payable quarterly in arrears on February 17, May 17, August 17 and November 17
of each year (each, an "Interest Payment Date") commencing on February 17, 2002,
to the Person in whose name such Senior Note, or any predecessor Senior Note, is
registered at the close of business on the Regular Record Date for such interest
installment.

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

      (c) Not later than seven calendar days nor more than 15 calendar days
immediately preceding the applicable Reset Announcement Date, the Company will
request that the Clearing Agency or its nominee (or any successor Clearing
Agency or its nominee) notify the Holders of Senior Notes of such Reset
Announcement Date and, in the case of a Secondary Remarketing, the procedures to
be followed by such holders of Senior Notes wishing to settle the related
Purchase Contracts with separate cash on the Business Day immediately preceding
the Purchase Contract Settlement Date.

      (d) The amount of interest payable for any period will be computed on the
basis of a 360-day year consisting of twelve 30-day months. Except as provided
in the following sentence, the amount of interest payable for any period other
than a full quarterly period for which interest is computed, will be computed on
the basis of the actual number of days elapsed in such a 90-day period. In the
event that any date on which interest is payable on the Senior Notes is not a
Business Day, then payment of interest payable on such date will be made on the
next succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such

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payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date.

                                   ARTICLE III

                         REDEMPTION OF THE SENIOR NOTES

      Section 3.1 Tax Event Redemption.

      If a Tax Event shall occur and be continuing, the Company may, at its
option, redeem the Senior Notes in whole (but not in part) at any time at a
price per Senior Note equal to the Redemption Price. Installments of interest on
Senior Notes which are due and payable on or prior to the date of redemption
(the "Tax Event Redemption Date") will be payable to the Holders of the Senior
Notes registered as such at the close of business on the Regular Record Date.
If, following the occurrence of a Tax Event prior to the Purchase Contract
Settlement Date, the Company exercises its option to redeem the Senior Notes,
the Company shall appoint the Quotation Agent to assemble the Treasury Portfolio
in consultation with the Company. Notice of any redemption will be mailed at
least 30 days but not more than 60 days before the Tax Event Redemption Date to
each registered Holder of the Senior Notes to be repaid at its registered
address. Unless the Company defaults in payment of the Redemption Price, on and
after the Tax Event Redemption Date interest shall cease to accrue on the Senior
Notes.

      Section 3.2 Redemption Procedures for Senior Notes.

      Payment of the Redemption Price to each Holder of Senior Notes shall be
made by the Company, no later than 12:00 noon, New York City time, on the Tax
Event Redemption Date, by check or wire transfer in immediately available funds
at such place and to such account as may be designated by each such Holder of
Senior Notes, including the Trustee or the Collateral Agent, as the case may be.
If the Trustee holds immediately available funds sufficient to pay the
Redemption Price of the Senior Notes, then, on such Tax Event Redemption Date,
such Senior Notes will cease to be outstanding and interest thereon will cease
to accrue, whether or not such Senior Notes have been received by the Company,
and all other rights of the Holder in respect of the Senior Notes shall
terminate and lapse (other than the right to receive the Redemption Price upon
delivery of such Senior Notes but without interest on such Redemption Price).

      Section 3.3 No Sinking Fund.

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

      Section 3.4 Option to Put Senior Notes upon Failed Secondary
Remarketing.

      If a Failed Secondary Remarketing (as described in Section 5.3(b) of
the Purchase Contract Agreement and incorporated herein by reference) has
occurred, holders of Senior Notes who hold such Senior Notes on the day
immediately following the Purchase Contract Settlement Date shall have the
right (the "Put Option") to put such Senior Notes to the Company on December
31, 2004 (the "Put Option Exercise Date"), upon at least three Business Days
prior notice, at a repayment price equal to the principal amount of such
Senior Notes plus an amount equal to the accrued and unpaid interest thereon
to the date of payment (the "Note Repayment Price").

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      Section 3.5 Repurchase Procedure for Senior Notes.

      (a) In order for the Senior Notes to be repurchased on the Put Option
Exercise Date, the Trustee must receive on or prior to 5:00 p.m. New York City
time on the third Business Day immediately preceding the Put Option Exercise
Date, at its Corporate Trust Office or at an office or agency maintained by the
Company in the Borough of Manhattan, The City of New York as contemplated by
Section 2.3 hereof, the Senior Notes to be repurchased with the form entitled
"Option to Elect Repayment" on the reverse of or otherwise accompanying such
Senior Notes duly completed. Any such notice received by the Trustee shall be
irrevocable. All questions as to the validity, eligibility (including time of
receipt) and acceptance of the Senior Notes for repayment shall be determined by
the Company, whose determination shall be final and binding.

      (b) Payment of the Note Repayment Price shall be made through the Trustee,
subject to the Trustee's receipt of payment from the Company in accordance with
the terms of the Indenture, no later than 12:00 noon, New York City time, on the
Put Option Exercise Date, and to such account as may be designated. If the
Trustee holds immediately available funds sufficient to pay the Note Repayment
Price of Senior Notes presented for repayment, then, immediately prior to the
close of business on the Put Option Exercise Date, such Senior Notes will cease
to be outstanding and Interest thereon will cease to accrue, whether or not such
Senior Notes have been received by the Company, and all other rights of the
Holder in respect of the Senior Notes, including the Holder's right to require
the Company to repay such Senior Notes, shall terminate and lapse (other than
the right to receive the Note Repayment Price upon delivery of such Senior Notes
but without interest on such Note Repayment Price). Neither the Trustee nor the
Company will be required to register or cause to be registered the transfer of
any Senior Note for which repayment has been elected.

                                   ARTICLE IV

                                    EXPENSES

      Section 4.1 Payment of Expenses.

      In connection with the offering, sale and issuance of the Senior Notes to
the Holders, the Company, in its capacity as borrower with respect to the Senior
Notes shall pay all costs and expenses relating to the offering, sale and
issuance of the Senior Notes, including commissions to the underwriters payable
pursuant to the Underwriting Agreement and compensation of the Trustee under the
Indenture in accordance with the provisions of Section 606 of the Base
Indenture.

                                    ARTICLE V

                                     NOTICE

      Section 5.1 Notice by the Company.

      The Company shall give prompt written notice to a Responsible Officer of
the Trustee of any fact known to the Company that would prohibit the making of
any payment of monies to or by the Trustee in respect of the Senior Notes.
Notwithstanding any of the provisions of the Base

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Indenture and this First Supplemental Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts that would prohibit the
making of any payment of monies to or by the Trustee in respect of the Senior
Notes; provided, however, that if the Trustee shall not have received the
notice provided for in this Article V at least two Business Days prior to the
date upon which by the terms hereof any money may become payable for any
purpose (including, without limitation, the payment of the principal of (or
premium, if any) or interest on any Senior Note), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power
and authority to receive such money and to apply the same to the purposes for
which they were received, and shall not be affected by any notice to the
contrary that may be received by it within two Business Days prior to such
date.

                                   ARTICLE VI

                               FORM OF SENIOR NOTE

      Section 6.1 Form of Senior Note.

      The Senior Notes and the Trustee's Certificate of Authentication to be
endorsed thereon are to be substantially in the following forms, with such
changes therein as the officers of the Company executing the Senior Notes (by
manual or facsimile signature) may approve, such approval to be conclusively
evidenced by their execution thereof:




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                            (FORM OF FACE OF NOTE)

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

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

CUSIP No. 008252 70 2

                                  $200,000,000

                       AFFILIATED MANAGERS GROUP, INC.

                             6% Senior Note Due 2006

      AFFILIATED MANAGERS GROUP, INC., a Delaware corporation (the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to First Union National
Bank, or registered assigns, the principal sum of TWO HUNDRED MILLION Dollars
($200,000,000) on November 17, 2006 (such date is hereinafter referred to as the
"Maturity Date"), and to pay interest on said principal sum from December 21,
2001 or from the next recent date to which interest has been paid or duly
provided for, quarterly in arrears on February 17, May 17, August 17 and
November 17 of each year (each such date, an "Interest Payment Date"),
commencing on February 17, 2002 initially at the rate of 6% per year through and
including the day immediately


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preceding the Reset Effective Date and at the Reset Rate thereafter until the
principal hereof shall have been paid or duly made available for payment and,
to the extent permitted by law, to pay interest, compounded quarterly, on any
overdue principal and premium, if any, and on any overdue installment of
interest at the rate per year of 6% through and including the day immediately
preceding the Reset Effective Date and at the Reset Rate thereafter. The
amount of interest payable on any Interest Payment Date shall be computed on
the basis of a 360-day year consisting of twelve 30-day months and, except as
provided in the Indenture (as defined below), the amount of interest payable
for any period shorter than a full quarterly period for which interest is
computed will be computed on the basis of the actual number of days elapsed
in such 90-day period. In the event that any date on which interest is
payable on this Senior Note is not a Business Day, then payment of interest
payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any
such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on such
Interest Payment Date. The interest installment so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
the Indenture, be paid to the person in whose name this Senior Note (or one
or more predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest installment which shall be the close of
business on the fifteenth calendar day immediately preceding each Interest
Payment Date. Any such interest installment not punctually paid or duly
provided for on any Interest Payment Date shall forthwith cease to be payable
to the registered Holders at the close of business on such Regular Record
Date and may be paid to the Person in whose name this Senior Note (or one or
more predecessor Securities) is registered at the close of business on a
special record date to be fixed by the Trustee for the payment of such
defaulted interest, notice whereof shall be given to the registered Holders
of this series of Senior Notes not less than 10 days prior to such special
record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Senior Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture. The principal of (and
premium, if any) and the interest on this Senior Note shall be payable at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York in any coin or currency of the United States
of America that at the time of payment is legal tender for payment of public
and private debts; provided, however, that payment of interest may be made at
the option of the Company by check mailed to the registered Holder at such
address as shall appear in the Security Register or by wire transfer to an
account appropriately designated by the Holder entitled thereto.

      The indebtedness evidenced by this Senior Note is, to the extent provided
in the Indenture, senior and unsecured and will rank equal in right of payment
to all other senior unsecured obligations of the Company.

      This Senior Note shall not be entitled to any benefit under the Indenture
hereinafter referred to or be valid or obligatory for any purpose until the
Certificate of Authentication shall have been signed by or on behalf of the
Trustee.

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




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

Dated: December 21, 2001

AFFILIATED MANAGERS GROUP, INC.,
as Issuer



By:___________________________

Name:
Title:

Attest:

By:_________________________
Name:
Title:

                          CERTIFICATE OF AUTHENTICATION

This is one of the Senior Notes of the series of Senior Notes described in the
within-mentioned Indenture.

Dated:

FIRST UNION NATIONAL BANK,
as Trustee



By____________________________
     Authorized Signatory



                       (FORM OF REVERSE OF SENIOR NOTE)

      This Senior Note is one of a duly authorized series of Securities of the
Company (herein sometimes referred to as the "Senior Notes"), issued and to be
issued in one or more series under and pursuant to an Indenture dated as of
December 21, 2001 (the "Base Indenture") between the Company and First Union
National Bank, as Trustee (the "Trustee," which term includes any successor
trustee under the Indenture), as supplemented by a First Supplemental Indenture,
dated as of December 21, 2001 (the "First Supplemental Indenture") between the
Company and the Trustee (the Base Indenture as so supplemented, the
"Indenture"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the Holders of the Senior Notes. By the terms of the Indenture, the Securities
are issuable in

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series that may vary as to amount, date of maturity, rate of interest and in
other respects as provided in the Indenture. This series of Securities is
limited in aggregate principal amount as specified in said First Supplemental
Indenture.

      If a Tax Event shall occur and be continuing, the Company may, at its
option, redeem the Senior Notes in whole (but not in part) at any time at a
price per Senior Note equal to the Redemption Price. The Redemption Price shall
be paid to each Holder of the Senior Notes by the Company, no later than 12:00
noon, New York City time, on the Tax Event Redemption Date, by check or wire
transfer in immediately available funds, at such place and to such account as
may be designated by each such Holder.

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

      If a Failed Secondary Remarketing (as described in Section 5.3 of the
Purchase Contract Agreement and incorporated herein by reference) has
occurred, each holder of Senior Notes who holds such Notes on the day
immediately following the Purchase Contract Settlement Date shall have the
right (the "Put Option") to put such Senior Notes to the Company on December
31, 2004 (the "Put Option Exercise Date"), upon at least three Business Days
prior notice), at a repayment price equal to the principal amount of this
Senior Note plus an amount equal to the accrued and unpaid interest thereon
to the date of payment (the "Note Repayment Price").

      In order for the Senior Notes to be so repurchased, the Trustee must
receive, on or prior to 5:00 p.m. New York City Time on the third Business Day
immediately preceding the Put Option Exercise Date, at its Corporate Trust
Office, or at an office or agency maintained by the Company in the Borough of
Manhattan, The City of New York as contemplated by Section 2.3 of the First
Supplemental Indenture, the Senior Notes to be repurchased with the form
entitled "Option to Elect Repayment" on the reverse of or otherwise accompanying
such Senior Notes duly completed. Any such notice received by the Trustee shall
be irrevocable. All questions as to the validity, eligibility (including time of
receipt) and acceptance of the Senior Notes for repayment shall be determined by
the Company, whose determination shall be final and binding. The payment of the
Note Repayment Price in respect of such Senior Notes shall be made no later than
12:00 noon, New York City time, on the Put Option Exercise Date.

      In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Senior Notes may be
declared, and upon such declaration shall become, due and payable (or, in
certain circumstances shall ipso facto become due and payable), in the manner,
with the effect and subject to the conditions provided in the Indenture.

      The Indenture contains provisions permitting, with certain exceptions
therein provided, the Company and the Trustee, with the consent of the Holders
of not less than a majority in aggregate principal amount of the Outstanding
Securities of each series affected to execute supplemental indentures for the
purpose of, among other things, adding any provisions to or changing or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or of modifying the rights of the Holders of the Securities. The
Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Securities of any series at the time
Outstanding, on behalf of all of the Holders of all Securities of such series,

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to waive a Default or Event of Default with respect to such series and its
consequences, except a Default or Event of Default in the payment of the
principal of or premium, if any, or interest on any of the Securities of such
series or in respect of a covenant or other provision which, under the terms of
the Indenture, cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series affected. Any such consent or waiver
by the registered Holder of this Senior Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders of this Senior Note and of any Senior Note issued in exchange for or in
place hereof (whether by registration of transfer or otherwise), irrespective of
whether or not any notation of such consent or waiver is made upon this Senior
Note.

      No reference herein to the Indenture and no provision of this Senior Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Senior Note at the time and place and at the rate and in the
money herein prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, this Senior Note is transferable by the registered Holder hereof on
the Security Register of the Company, upon surrender of this Senior Note for
registration of transfer at the office or agency of the Company maintained for
such purpose in the Borough of Manhattan, The City of New York, accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Company or the Trustee duly executed by the registered Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Senior Notes
of authorized denominations and for the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
made for any such transfer, but the Company may require payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in
relation thereto.

      Prior to due presentment for registration of transfer of this Senior Note,
the Company, the Trustee, any Paying Agent and the Security Registrar may deem
and treat the registered Holder hereof as the absolute owner hereof (whether or
not this Senior Note shall be overdue and notwithstanding any notice of
ownership or writing hereon made by anyone other than the Security Registrar)
for the purpose of receiving payment of or on account of the principal hereof
and premium, if any, and interest due hereon and for all other purposes, and
neither the Company nor the Trustee nor any Paying Agent nor any Security
Registrar shall be affected by any notice to the contrary.

      No recourse shall be had for the payment of the principal of or the
interest on this Senior Note, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, shareholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

      The Indenture imposes certain limitations on the ability of the Company
to, among other things, merge or consolidate with any other Person or sell,
assign, transfer or lease all or

                                       14

<Page>

substantially all of its properties or assets, and requires that the Company
comply with certain further covenants. All such covenants and limitations are
subject to a number of important qualifications and exceptions. The Company
must report periodically to the Trustee on compliance with the covenants in
the Indenture.

      The Senior Notes of this series are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Senior Notes are exchangeable for a like aggregate principal amount of Senior
Notes of a different authorized denomination, as requested by the Holder
surrendering the same.

      All terms used in this Senior Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

      The Senior Notes are subject to the covenants set forth in the Indenture.

      This Senior Note shall be governed by and construed in accordance with the
law of the State of New York.


                                       15


<Page>

                            OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably requests and instructs the Company to repay
$____ principal amount of the within Senior Note, pursuant to its terms, on the
"Put Option Exercise Date," together with any interest thereon accrued but
unpaid to the date of repayment, to the undersigned at:

(Please print or type name and address of the undersigned)

and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Senior Note or Senior Notes representing the remaining aggregate principal
amount of this Senior Note.

For this Option to Elect Repayment to be effective, this Senior Note with the
Option to Elect Repayment duly completed must be received by the Trustee at 12
East 49th Street, 37th Floor, New York, New York 10017 Attention: Corporate
Trust - NY4040 no later than 5:00 p.m. on the third Business Day immediately
preceding December 31, 2004.

Dated: ________________________           Signature: _________________________

                                          Signature Guarantee: _______________


Note: The signature to this Option to Elect Repayment must correspond with the
name as written upon the face of the within Senior Note without alteration or
enlargement or change whatsoever.


                                       16

<Page>

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Senior Note to:
________________________________________________________________________________

________________________________________________________________________________

(Insert assignee's social security or tax identification number)
________________________________________________________________________________

________________________________________________________________________________

(Insert address and zip code of assignee) and irrevocably appoints _____________
_______________________________________________________ agent to transfer this
Senior Note on the books of the Company. The agent may substitute another to act
for him or her.

Date: __________________ Signature: ____________________

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


                                       17

<Page>

                                   ARTICLE VII

                         ORIGINAL ISSUE OF SENIOR NOTES

      Section 7.1 Original Issue of Senior Notes.

      Senior Notes in the aggregate principal amount of $200,000,000 (or,
$230,000,000, if the Underwriters' over-allotment option is exercised in full)
may from time to time, upon execution of this First Supplemental Indenture, be
executed by the Company and delivered to the Trustee for authentication, and the
Trustee shall thereupon authenticate and deliver said Senior Notes to or upon
the written order of the Company pursuant to Section 202 of the Base Indenture
without any further action by the Company.

      The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding
Senior Notes as of the end of the year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.

                                  ARTICLE VIII

                                  MISCELLANEOUS

      Section 8.1 Ratification of Indenture.

      The Indenture as supplemented by this First Supplemental Indenture, is in
all respects ratified and confirmed, and this First Supplemental Indenture shall
be deemed part of the Indenture in the manner and to the extent herein and
therein provided.

      Section 8.2 Trustee Not Responsible for Recitals.

      The recitals herein contained are made by the Company and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee makes no representation as to the validity or sufficiency of this
First Supplemental Indenture.

      Section 8.3 New York Law to Govern.

      THIS FIRST SUPPLEMENTAL INDENTURE AND EACH SENIOR NOTE SHALL BE DEEMED TO
BE NEW YORK CONTRACTS, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF SAID STATE (WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF
LAW).

      Section 8.4 Separability.

      In case any one or more of the provisions contained in this First
Supplemental Indenture or in the Senior Notes shall for any reason be held to be
invalid, illegal or unenforceable in any respect, then, to the extent permitted
by law, such invalidity, illegality or unenforceability shall not affect any
other provisions of this First Supplemental Indenture or of the Senior Notes,
but


                                       18

<Page>

this First Supplemental Indenture and the Senior Notes shall be construed as
if such invalid or illegal or unenforceable provision had never been contained
herein or therein.

      Section 8.5 Counterparts.

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

                                   ARTICLE IX

                                   REMARKETING

      Section 9.1 Initial Remarketing Procedures.

      (a) The Company will request, not later than seven nor more than 15
calendar days prior to the Initial Remarketing Date that the Clearing Agency
notify the Holders of the Senior Notes and the Holders of Income PRIDES and
Growth PRIDES of the remarketing.

      (b) Not later than 5:00 P.M., New York City time, on the second Business
Day immediately preceding the Initial Remarketing Date, each Holder of the
Senior Notes not constituting components of Income PRIDES may elect to have
Senior Notes held by such Holder remarketed. Holders of Senior Notes that are
not a component of Income PRIDES shall give notice of their election to have
such Senior Notes remarketed to the Collateral Agent pursuant to the Pledge
Agreement. Any such notice shall be irrevocable after 5:00 P.M., New York City
time, on the second Business Day immediately preceding the Initial Remarketing
Date and may not be conditioned upon the level at which the Reset Rate is
established. Promptly after 5:30 P.M., New York City time, on such second
Business Day, the Trustee, based on the notices received by it prior to such
time (including notices from the Purchase Contract Agent as to Purchase
Contracts for which Cash Settlement has been elected), shall notify the Company
and the Remarketing Agent of the number of Senior Notes to be tendered for
remarketing. Under Section 5.2 of the Purchase Contract Agreement, Senior Notes
that constitute components of Income PRIDES will be remarketed as provided
therein and in this Section 9.1. The Senior Notes constituting components of
Income PRIDES shall be deemed tendered, notwithstanding any failure by the
Holder of such Income PRIDES to deliver or properly deliver such Senior Notes to
the Remarketing Agent for purchase.

      (c) The right of each Holder to have Senior Notes tendered for purchase
shall be limited to the extent that (i) the Remarketing Agent conducts a
remarketing pursuant to the terms of the Remarketing Agreement, (ii) Senior
Notes tendered have not been called for redemption, (iii) the Remarketing Agent
is able to find a purchaser or purchasers for tendered Senior Notes at a price
per Senior Note such that the aggregate price for the Applicable Principal
Amount of Senior Notes is not less than 100% of the Treasury Portfolio Purchase
Price, and (iv) such purchaser or purchasers deliver the purchase price therefor
to the Remarketing Agent as and when required.

      (d) On the Initial Remarketing Date, the Remarketing Agent shall use
reasonable efforts to remarket, at a price per Senior Note such that the
aggregate price for the Applicable Principal


                                       19

<Page>

Amount of Senior Notes is equal to approximately 100.5% of the Treasury
Portfolio Purchase Price, Senior Notes tendered or deemed tendered for
purchase.

      (e) If there are no Income PRIDES outstanding and none of the Holders
elect to have Senior Notes held by them remarketed, the Reset Rate shall be the
rate determined by the Reset Agent, subject to the terms of the Remarketing
Agreement, as the rate that would have been established had a remarketing been
held on the Initial Remarketing Date.

      (f) If the Remarketing Agent has determined that it will be able to
remarket all Senior Notes tendered or deemed tendered prior to 4:00 P.M., New
York City time, on the Initial Remarketing Date, the Reset Agent, subject to the
terms of the Remarketing Agreement, shall determine the Reset Rate.

      (g) If, by 4:00 P.M., New York City time, on the Initial Remarketing Date,
the Remarketing Agent is unable to remarket all Senior Notes tendered or deemed
tendered for purchase or if the Initial Remarketing shall not have occurred
because a condition precedent to the Remarketing shall not have been fulfilled,
a failed remarketing ("Failed Initial Remarketing") shall be deemed to have
occurred and the Remarketing Agent shall so advise by telephone the Collateral
Agent, the Company, the Trustee, and the Clearing Agency.

      (h) By approximately 4:30 P.M., New York City time, on the Initial
Remarketing Date, provided that there has not been a Failed Initial Remarketing,
the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, the
Company, the Trustee, and the Clearing Agency of the Reset Rate determined in
the remarketing and the aggregate principal amount of Senior Notes sold in the
Initial Remarketing, (ii) each purchaser (or the Clearing Agency Participant
thereof) of the Reset Rate and the aggregate principal amount of Senior Notes
such purchaser is to purchase and (iii) each purchaser to give instructions to
its Clearing Agency Participant to pay the purchase price on August 17, 2004 in
same day funds against delivery of the Senior Notes purchased through the
facilities of the Clearing Agency.

      (i) In accordance with the Clearing Agency's normal procedures, on August
17, 2004, the transactions described above with respect to each Senior Note
tendered for purchase and sold in the Initial Remarketing shall be executed
through the Clearing Agency, and the accounts of the respective Clearing Agency
Participants shall be debited and credited and such Senior Notes delivered by
book entry as necessary to effect purchases and sales of such Senior Notes. The
Clearing Agency shall make payment in accordance with its normal procedures.

      (j) If any Holder selling Senior Notes in the Initial Remarketing fails to
deliver such Senior Notes, the Clearing Agency Participant of such selling
Holder and of any other Person that was to have purchased Senior Notes in the
Initial Remarketing may deliver to any such other Person an aggregate principal
amount of Senior Notes that is less than the aggregate principal amount of
Senior Notes that otherwise was to be purchased by such Person. In such event,
the aggregate principal amount of Senior Notes to be so delivered shall be
determined by such Clearing Agency Participant, and delivery of such lesser
aggregate principal amount of Senior Notes shall constitute good delivery.


                                       20

<Page>

      (k) The Remarketing Agent is not obligated to purchase any Senior Notes in
the Initial Remarketing or otherwise. Neither the Trustee, the Company nor the
Remarketing Agent shall be obligated in any case to provide funds to make
payment upon tender of Senior Notes for remarketing.

      (l) The tender and settlement procedures set forth in this Section 9.1,
including provisions for payment by purchasers of Senior Notes in the Initial
Remarketing, shall be subject to modification, notwithstanding any provision to
the contrary set forth herein, to the extent required by the Clearing Agency or
if the book-entry system is no longer available for the Senior Notes at the time
of the Initial Remarketing, to facilitate the tendering and remarketing of
Senior Notes in certificated form. In addition, the Remarketing Agent may,
notwithstanding any provision to the contrary set forth herein, modify the
settlement procedures set forth herein in order to facilitate the settlement
process.

      (m) Anything herein to the contrary notwithstanding, the Reset Rate shall
in no event exceed the maximum rate permitted by applicable law and, as provided
in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent
shall have any obligation to determine whether there is any limitation under
applicable law on the Reset Rate or, if there is any such limitation, the
maximum permissible Reset Rate on the Senior Notes and they shall rely solely
upon written notice from the Company (which the Company agrees to provide prior
to the 10th Business Day before August 17, 2004) as to whether or not there is
any such limitation and, if so, the maximum permissible Reset Rate.

      Section 9.2 Secondary Remarketing Procedures.

      (a) If a Failed Initial Remarketing has occurred, the Company will
request, not later than seven nor more than 15 calendar days prior to the
Secondary Remarketing Date that the Clearing Agency notify the Holders of the
Senior Notes and the Holders of Income PRIDES and Growth PRIDES of the Secondary
Remarketing and of the procedures that must be followed if a Holder of Senior
Notes wishes to exercise such Holder's rights with respect to the Put Option if
there is a Failed Secondary Remarketing.

      (b) Not later than 5:00 P.M., New York City time, on the second Business
Day immediately preceding the Secondary Remarketing Date, each Holder of the
Senior Notes may elect to have Senior Notes held by such Holder remarketed.
Under Section 5.3 of the Purchase Contract Agreement, Holders of Income PRIDES
that do not give notice of intention to make a Cash Settlement of their related
Purchase Contracts shall be deemed to have consented to the disposition of the
Senior Notes constituting a component of such Income PRIDES. Holders of Senior
Notes that are not a component of Income PRIDES shall give notice of their
election to have such Senior Notes remarketed to the Custodial Agent pursuant to
the Pledge Agreement. Any such notice shall be irrevocable after 5:00 P.M., New
York City time, on the second Business Day immediately preceding the Secondary
Remarketing Date and may not be conditioned upon the level at which the Reset
Rate is established. Promptly after 5:30 P.M., New York City time, on such
second Business Day, the Trustee, based on the notices received by it prior to
such time (including notices from the Purchase Contract Agent as to Purchase
Contracts for which Cash Settlement has been elected), shall notify the Company
and the Remarketing Agent of the number of Senior Notes to be tendered for
remarketing.


                                       21

<Page>

      (c) If any Holder of Income PRIDES does not give a notice of its intention
to make a Cash Settlement or gives a notice of election to tender Senior Notes
as described in Section 9.2(b), the Senior Notes of such Holder shall be deemed
tendered, notwithstanding any failure by such Holder to deliver or properly
deliver such Senior Notes to the Remarketing Agent for purchase.

      (d) The right of each Holder to have Senior Notes tendered for purchase
shall be limited to the extent that (i) the Remarketing Agent conducts a
remarketing pursuant to the terms of the Remarketing Agreement, (ii) Senior
Notes tendered have not been called for redemption, (iii) the Remarketing Agent
is able to find a purchaser or purchasers for tendered Senior Notes at a price
of not less than 100% of the principal amount thereof, and (iv) such purchaser
or purchasers deliver the purchase price therefor to the Remarketing Agent as
and when required.

      (e) If a Failed Initial Remarketing has occurred, on the Secondary
Remarketing Date, the Remarketing Agent shall use reasonable efforts to
remarket, at a price equal to approximately 100.5% of the aggregate principal
amount thereof, Senior Notes tendered or deemed tendered for purchase.

      (f) If none of the Holders elect or are deemed to have elected to have
Senior Notes held by them remarketed, the Reset Rate shall be the rate
determined by the Reset Agent, subject to the terms of the Remarketing
Agreement, as the rate that would have been established had a remarketing been
held on the Secondary Remarketing Date.

      (g) If the Remarketing Agent has determined that it will be able to
remarket all Senior Notes tendered or deemed tendered prior to 4:00 P.M., New
York City time, on the Secondary Remarketing Date, the Reset Agent shall,
subject to the terms of the Remarketing Agreement, determine the Reset Rate.

      (h) If, by 4:00 P.M., New York City time, on the Secondary Remarketing
Date, the Remarketing Agent is unable to remarket all Senior Notes tendered or
deemed tendered for purchase or if the Secondary Remarketing shall not have
occurred because a condition precedent to the Secondary Remarketing shall not
have been fulfilled, a failed remarketing ("Failed Secondary Remarketing") shall
be deemed to have occurred and the Remarketing Agent shall so advise by
telephone the Collateral Agent, the Company, the Trustee, and the Clearing
Agency.

      (i) By approximately 4:30 P.M., New York City time, on the Secondary
Remarketing Date, provided that there has not been a Failed Secondary
Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral
Agent, the Company, the Trustee, and the Clearing Agency of the Reset Rate
determined in the Secondary Remarketing and the aggregate principal amount of
Senior Notes sold in the Secondary Remarketing, (ii) each purchaser (or the
Clearing Agency Participant thereof) of the Reset Rate and the aggregate
principal amount of Senior Notes such purchaser is to purchase and (iii) each
purchaser to give instructions to its Clearing Agency Participant to pay the
purchase price on the Purchase Contract Settlement Date in same day funds
against delivery of the Senior Notes purchased through the facilities of the
Clearing Agency.


                                       22

<Page>

      (j) In accordance with the Clearing Agency's normal procedures, on the
Purchase Contract Settlement Date, the transactions described above with respect
to each Senior Note tendered for purchase and sold in the Secondary Remarketing
shall be executed through the Clearing Agency, and the accounts of the
respective Clearing Agency Participants shall be debited and credited and such
Senior Notes delivered by book entry as necessary to effect purchases and sales
of such Senior Notes. The Clearing Agency shall make payment in accordance with
its normal procedures.

      (k) If any Holder selling Senior Notes in the Secondary Remarketing fails
to deliver such Senior Notes, the Clearing Agency Participant of such selling
Holder and of any other Person that was to have purchased Senior Notes in the
Secondary Remarketing may deliver to any such other Person an aggregate
principal amount of Senior Notes that is less than the aggregate principal
amount of Senior Notes that otherwise was to be purchased by such Person. In
such event, the aggregate principal amount of Senior Notes to be so delivered
shall be determined by such Clearing Agency Participant, and delivery of such
lesser aggregate principal amount of Senior Notes shall constitute good
delivery.

      (l) The Remarketing Agent is not obligated to purchase any Senior Notes in
the Secondary Remarketing or otherwise. Neither the Trustee, the Company nor the
Remarketing Agent shall be obligated in any case to provide funds to make
payment upon tender of Senior Notes for remarketing.

      (m) The tender and settlement procedures set forth in this Section 9.2,
including provisions for payment by purchasers of Senior Notes in the Secondary
Remarketing, shall be subject to modification, notwithstanding any provision to
the contrary set forth herein, to the extent required by the Clearing Agency or
if the book-entry system is no longer available for the Senior Notes at the time
of the Secondary Remarketing, to facilitate the tendering and remarketing of
Senior Notes in certificated form. In addition, the Remarketing Agent may,
notwithstanding any provision to the contrary set forth herein, modify the
settlement procedures set forth herein in order to facilitate the settlement
process.

      (n) Anything herein to the contrary notwithstanding, the Reset Rate shall
in no event exceed the maximum rate permitted by applicable law and, as provided
in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent
shall have any obligation to determine whether there is any limitation under
applicable law on the Reset Rate or, if there is any such limitation, the
maximum permissible Reset Rate on the Senior Notes and they shall rely solely
upon written notice from the Company (which the Company agrees to provide prior
to the 10th Business Day before the Purchase Contract Settlement Date) as to
whether or not there is any such limitation and, if so, the maximum permissible
Reset Rate.


                                       23

<Page>

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed by their respective officers thereunto duly
authorized, on the date or dates indicated in the acknowledgments and as of the
day and year first above written.

                                    AFFILIATED MANAGERS GROUP, INC.,
                                    as Issuer

                                    By: /s/ Darrell W. Crate
                                        -------------------------------
                                    Name:  Darrell W. Crate
                                    Title: Chief Financial Officer


Attest:

By: /s/ Seth W. Brennan
    ---------------------------
Name:  Seth W. Brennan
Title: Executive Vice President

FIRST UNION NATIONAL BANK,
as Trustee


By: /s/ David Massa
    ---------------------------
Name:  David Massa
Title: Vice President


Attest:

By: /s/ Kenneth Benton
    ---------------------------
Name:  Kenneth Benton
Title: Vice President


                                       24