<Page>


                                                                     EXHIBIT 4.3









                         AFFILIATED MANAGERS GROUP, INC.

                                       AND

                           FIRST UNION NATIONAL BANK,
                           as Purchase Contract Agent



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

                           PURCHASE CONTRACT AGREEMENT

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









                          Dated as of December 21, 2001






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                                TABLE OF CONTENTS


                                    ARTICLE I

<Table>
<Caption>
           DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
<S><C>
SECTION 1.1.        DEFINITIONS.....................................................................................1
SECTION 1.2.        COMPLIANCE CERTIFICATES AND OPINIONS...........................................................11
SECTION 1.3.        FORM OF DOCUMENTS DELIVERED TO AGENT...........................................................12
SECTION 1.4.        ACTS OF HOLDERS; RECORD DATES..................................................................13
SECTION 1.5.        NOTICES........................................................................................14
SECTION 1.6.        NOTICE TO HOLDERS; WAIVER......................................................................14
SECTION 1.7.        EFFECT OF HEADINGS AND TABLE OF CONTENTS.......................................................15
SECTION 1.8.        SUCCESSORS AND ASSIGNS.........................................................................15
SECTION 1.9.        SEPARABILITY CLAUSE............................................................................15
SECTION 1.10.       BENEFITS OF AGREEMENT..........................................................................15
SECTION 1.11.       GOVERNING LAW..................................................................................15
SECTION 1.12.       LEGAL HOLIDAYS.................................................................................15
SECTION 1.13.       COUNTERPARTS...................................................................................16
SECTION 1.14.       INSPECTION OF AGREEMENT........................................................................16

                                   ARTICLE II

                                CERTIFICATE FORMS

SECTION 2.1.        FORMS OF CERTIFICATES GENERALLY................................................................16
SECTION 2.2.        FORM OF AGENT'S CERTIFICATE OF AUTHENTICATION..................................................17

                                   ARTICLE III

                                 THE SECURITIES

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

                                   ARTICLE IV

                                THE SENIOR NOTES

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

</Table>

                                       i

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<Table>

<S><C>
SECTION 4.3.        TAX EVENT REDEMPTION...........................................................................29

                                    ARTICLE V

                             THE PURCHASE CONTRACTS

SECTION 5.1.        PURCHASE OF COMMON STOCK.......................................................................29
SECTION 5.2.        INITIAL REMARKETING............................................................................31
SECTION 5.3.        PAYMENT OF PURCHASE PRICE......................................................................32
SECTION 5.4.        ISSUANCE OF COMMON STOCK.......................................................................35
SECTION 5.5.        ADJUSTMENT OF SETTLEMENT RATE..................................................................36
SECTION 5.6.        NOTICE OF ADJUSTMENTS AND CERTAIN OTHER EVENTS.................................................41
SECTION 5.7.        TERMINATION EVENT; NOTICE......................................................................41
SECTION 5.8.        EARLY SETTLEMENT...............................................................................41
SECTION 5.9.        NO FRACTIONAL SHARES...........................................................................43
SECTION 5.10.       CHARGES AND TAXES..............................................................................43

                                   ARTICLE VI

                                    REMEDIES

SECTION 6.1.        UNCONDITIONAL RIGHT OF HOLDERS TO PURCHASE COMMON STOCK........................................45
SECTION 6.2.        RESTORATION OF RIGHTS AND REMEDIES.............................................................45
SECTION 6.3.        RIGHTS AND REMEDIES CUMULATIVE.................................................................45
SECTION 6.4.        DELAY OR OMISSION NOT WAIVER...................................................................45
SECTION 6.5.        UNDERTAKING FOR COSTS..........................................................................45
SECTION 6.6.        WAIVER OF STAY OR EXTENSION LAWS...............................................................46

                                   ARTICLE VII

                                    THE AGENT

SECTION 7.1.        CERTAIN DUTIES AND RESPONSIBILITIES............................................................46
SECTION 7.2.        NOTICE OF DEFAULT..............................................................................47
SECTION 7.3.        CERTAIN RIGHTS OF AGENT........................................................................47
SECTION 7.4.        NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.........................................48
SECTION 7.5.        MAY HOLD SECURITIES............................................................................48
SECTION 7.6.        MONEY HELD IN CUSTODY..........................................................................48
SECTION 7.7.        COMPENSATION AND REIMBURSEMENT.................................................................48
SECTION 7.8.        CORPORATE AGENT REQUIRED; ELIGIBILITY..........................................................49
SECTION 7.9.        RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR..............................................49
SECTION 7.10.       ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.........................................................50
SECTION 7.11.       MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS....................................51
SECTION 7.12.       PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.........................................51
SECTION 7.13.       NO OBLIGATIONS OF AGENT........................................................................51
SECTION 7.14.       TAX COMPLIANCE.................................................................................52

                                  ARTICLE VIII

                             SUPPLEMENTAL AGREEMENTS

SECTION 8.1.        SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF HOLDERS.............................................52
SECTION 8.2.        SUPPLEMENTAL AGREEMENTS WITH CONSENT OF HOLDERS................................................53
SECTION 8.3.        EXECUTION OF SUPPLEMENTAL AGREEMENTS...........................................................53
SECTION 8.4.        EFFECT OF SUPPLEMENTAL AGREEMENTS..............................................................54
SECTION 8.5.        REFERENCE TO SUPPLEMENTAL AGREEMENTS...........................................................54

</Table>

                                       ii

<Page>


                                   ARTICLE IX

<Table>
<Caption>
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE
<S><C>
SECTION 9.1.        COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS....54
SECTION 9.2.        RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.....................................................55
SECTION 9.3.        OPINION OF COUNSEL GIVEN TO AGENT..............................................................55

                                    ARTICLE X

                                    COVENANTS

SECTION 10.1.       PERFORMANCE UNDER PURCHASE CONTRACTS...........................................................55
SECTION 10.2.       MAINTENANCE OF OFFICE OR AGENCY................................................................55
SECTION 10.3.       COMPANY TO RESERVE COMMON STOCK................................................................56
SECTION 10.4.       COVENANTS AS TO COMMON STOCK...................................................................56

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

</Table>

                                       iii


<Page>


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

                                    RECITALS

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

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

                                   WITNESSETH:

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

                                    ARTICLE I
           DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1.      DEFINITIONS.

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

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

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

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

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

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

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


<Page>


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

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

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

      "Applicable Ownership Interest" means, with respect to an Income PRIDES
and the Treasury Securities in the Treasury Portfolio, (A) a 1/40th undivided
beneficial ownership interest in a $1,000 principal or interest amount of a
principal or interest strip in a Treasury Security included in such Treasury
Portfolio which matures on or prior to November 15, 2004 and (B) for the
scheduled interest payment date on the Senior Notes that occurs on the Purchase
Contract Settlement Date, in the case of a Successful Initial Remarketing, or
after the Tax Event Redemption Date and on or before the Purchase Contract
Settlement Date, in the case of a Tax Event Redemption, a 0.0375% undivided
beneficial ownership interest in a $1,000 face amount of such Treasury Security
which is a principal or interest strip maturing on such interest payment date.

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

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

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

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

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

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

                                       2

<Page>

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

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

      "Cash Merger" has the meaning set forth in Section 5.11(a).

      "Cash Settlement" has the meaning set forth in Section 5.3(a)(i).

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

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

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

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

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

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

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

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

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

      "Corporate Trust Office" means the principal corporate trust office of the
Agent at which, at any particular time, its corporate trust business shall be
administered, which office at the date hereof is located at 12 East 49th Street,
37th Floor, New York, New York 10017, Attention: Corporate Trust -- NY4040.

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

                                       3

<Page>

      "Current Market Price" has the meaning specified in Section 5.5(a)(8).

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

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

      "Early Settlement" has the meaning specified in Section 5.8(a).

      "Early Settlement Amount" has the meaning specified in Section 5.8(a).

      "Early Settlement Date" has the meaning specified in Section 5.8(a).

      "Early Settlement Rate" has the meaning specified in Section 5.8(b).

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

      "Expiration Date" has the meaning specified in Section 1.4(e).

      "Expiration Time" has the meaning specified in Section 5.5(a)(6).

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

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

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

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

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

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

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

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

                                       4

<Page>

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

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

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

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

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

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

      "Merger Early Settlement" has the meaning set forth in Section 5.11(a).

      "Merger Early Settlement Date" has the meaning set forth in Section
5.11(a).

      "NYSE" has the meaning specified in Section 5.1.

      "Officer's Certificate" means a certificate signed by the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the General Counsel, the Secretary or any Vice
President (or other officer performing similar functions) of the Company and
delivered to the Agent.

      "Opinion of Counsel" means an opinion in writing signed by legal counsel,
who may be an employee of or counsel to the Company or an Affiliate of the
Company.

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

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

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

                                       5

<Page>

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

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

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

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

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

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

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

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

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

                                       6

<Page>

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

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

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

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

      "Purchase Contract Settlement Fund" has the meaning specified in Section
5.4.

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

      "Purchased Shares" has the meaning specified in Section 5.5(a)(6).

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

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

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

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

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

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

                                       7

<Page>

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

      "Remarketing Agreement" means the Remarketing Agreement, dated as of the
date hereof, by and among the Company, the Remarketing Agent and the Agent.

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

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

      "Reorganization Event" has the meaning specified in Section 5.5(b).

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

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

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

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

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

      "Secondary Remarketing" has the meaning specified in Section 5.3(b).

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

                                       8

<Page>

      "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time, and the rules and
regulations promulgated thereunder.

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

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

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

      "Stated Amount" means $25.

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

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

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

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

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

      "Tender or Exchange Offer" has the meaning specified in Section 5.5(a)(6).

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

                                       9

<Page>

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

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

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

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

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

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

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

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

      "Two-Year Benchmark Treasury" means direct obligations of the United
States (which may be obligations traded on a when-issued basis only) having a
maturity comparable to the remaining term to maturity of the Senior Notes, as
agreed upon by the Company and the Reset


                                       10

<Page>

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

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

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

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

Section 1.2.  COMPLIANCE CERTIFICATES AND OPINIONS.

      Except as otherwise expressly provided by this Agreement, upon any
application or request by the Company to the Agent to take any action under any
provision of this Agreement, the Company shall furnish to the Agent an Officer's
Certificate stating that all conditions precedent, if any, provided for in this
Agreement relating to the proposed action have been complied with and, if
requested by the Agent, an Opinion of Counsel stating that, in the opinion


                                       11

<Page>

of such counsel, all such conditions precedent, if any, have been complied
with, except that in the case of any such application or request as to which
the furnishing of such documents is specifically required by any provision of
this Agreement relating to such particular application or request, no
additional certificate or opinion need be furnished.

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

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

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

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

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

Section 1.3.  FORM OF DOCUMENTS DELIVERED TO AGENT.

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

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

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


                                       12

<Page>

Section 1.4.  ACTS OF HOLDERS; RECORD DATES.

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

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

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

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

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


                                       13

<Page>

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

Section 1.5.  NOTICES.

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

            (1) the Agent by any Holder or by the Company shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if made, given, furnished or filed in writing and personally delivered or
      mailed, first-class postage prepaid, to the Agent at First Union National
      Bank, 12 East 49th Street, 37th Floor, New York, New York 10017,
      Attention: Corporate Trust -- NY4040, or at any other address previously
      furnished in writing by the Agent to the Holders and the Company; or

            (2) the Company by the Agent or by any Holder shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if made, given, furnished or filed in writing and personally delivered or
      mailed, first-class postage prepaid, to the Company at Affiliated Managers
      Group, Inc., 600 Hale Street, Prides Crossing, MA 01965, Attention: Chief
      Financial Officer, or at any other address previously furnished in writing
      to the Agent by the Company; or

            (3) the Collateral Agent by the Agent, the Company or any Holder
      shall be sufficient for every purpose hereunder (unless otherwise herein
      expressly provided) if made, given, furnished or filed in writing and
      personally delivered or mailed, first-class postage prepaid, addressed to
      the Collateral Agent at First Union National Bank, 12 East 49th Street,
      37th Floor, New York, New York 10017, Attention: Corporate Trust --
      NY4040, or at any other address previously furnished in writing by the
      Collateral Agent to the Agent, the Company and the Holders.

Section 1.6.  NOTICE TO HOLDERS; WAIVER.

      Where this Agreement provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at its address as it appears in the applicable Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice. In any case where notice to Holders is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed to any particular Holder shall


                                       14

<Page>

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

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

Section 1.7.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

Section 1.8.  SUCCESSORS AND ASSIGNS.

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

Section 1.9.  SEPARABILITY CLAUSE.

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

Section 1.10.  BENEFITS OF AGREEMENT.

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

Section 1.11.  GOVERNING LAW.

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

Section 1.12.  LEGAL HOLIDAYS.

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


                                       15

<Page>

Section 1.13.  COUNTERPARTS.

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

Section 1.14.  INSPECTION OF AGREEMENT.

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

                                   ARTICLE II
                                CERTIFICATE FORMS

Section 2.1.  FORMS OF CERTIFICATES GENERALLY.

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

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

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

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

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


                                       16

<Page>

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

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

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

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

                                   ARTICLE III
                                 THE SECURITIES

Section 3.1.  TITLE AND TERMS; DENOMINATIONS.

      The aggregate number of Income PRIDES evidenced by Certificates
authenticated, executed on behalf of the Holders and delivered hereunder is
limited to 8,000,000 (9,200,000 if the Underwriters' overallotment option
pursuant to the Underwriting Agreement is exercised in full), except for
Certificates authenticated, executed and delivered upon registration of transfer
of, in exchange for, or in lieu of, other Certificates pursuant to Section 3.4,
3.5, 3.10, 3.13, 3.14, 5.8 or 8.5. Growth PRIDES will be issued only in the
manner described in Section 3.13 hereof.

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

Section 3.2.  RIGHTS AND OBLIGATIONS EVIDENCED BY THE CERTIFICATES.

      Each Income PRIDES Certificate shall evidence the number of Income PRIDES
specified therein, with each such Income PRIDES representing the ownership by
the Holder thereof of a beneficial interest in a Senior Note or the Applicable
Ownership Interest of the Treasury Portfolio, as the case may be, subject to the
Pledge of such Senior Note or the Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, by such Holder pursuant to the Pledge Agreement,
and the rights and obligations of the Holder thereof and the Company under one
Purchase Contract. The Agent as attorney-in-fact for, and on behalf of, the
Holder of each Income PRIDES shall pledge, pursuant to the Pledge Agreement, the
Senior Note or the Applicable Ownership Interest of the Treasury Portfolio, as
the case may be, forming a part of such Income PRIDES, to the Collateral Agent
and grant to the Collateral Agent a security interest in the right, title, and
interest of such Holder in such Senior Note or the Applicable Ownership Interest
of the Treasury Portfolio, as the case may be, for the benefit of the Company,
to secure the obligation of the Holder under each Purchase Contract to purchase
the Common


                                       17

<Page>

Stock of the Company. Prior to the purchase of Common Stock under each
Purchase Contract, the Purchase Contracts shall not entitle the Holders of
Income PRIDES Certificates to any of the rights of a holder of Common Stock,
including, without limitation, the right to vote or receive any dividends or
other payments or to consent or to receive notice as stockholders in respect
of the meetings of stockholders or for the election of directors of the
Company or for any other matter, or any other rights whatsoever as
stockholders of the Company.

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

Section 3.3.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

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

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

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

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

      Each Certificate shall be dated the date of its authentication.


                                       18

<Page>

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

Section 3.4.  TEMPORARY CERTIFICATES.

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

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

Section 3.5.  REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.

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

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


                                       19

<Page>

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

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

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

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

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

Section 3.6.  BOOK-ENTRY INTERESTS.

      The Certificates, on original issuance, will be issued in the form of one
or more, fully registered Global Certificates, to be delivered to the Depositary
by, or on behalf of, the Company. Such Global Certificate shall initially be
registered on the books and records of the Company in the name of Cede & Co.,
the nominee of the Depositary, and no Beneficial Owner


                                       20

<Page>

will receive a definitive Certificate representing such Beneficial Owner's
interest in such Global Certificate, except as provided in Section 3.9. The
Agent shall enter into an agreement with the Depositary if so requested by
the Company. Unless and until definitive, fully registered Certificates have
been issued to Beneficial Owners pursuant to Section 3.9:

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

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

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

      (d) the rights of the Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law and
agreements between such Beneficial Owners and the Clearing Agency and/or the
Clearing Agency Participants. The Clearing Agency will make book-entry transfers
among Clearing Agency Participants.

Section 3.7.      NOTICES TO HOLDERS.

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

Section 3.8.      APPOINTMENT OF SUCCESSOR CLEARING AGENCY.

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

Section 3.9.      DEFINITIVE CERTIFICATES.

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


                                     21

<Page>

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

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

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

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

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

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

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


                                     22

<Page>

Section 3.11.     PERSONS DEEMED OWNERS.

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

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

Section 3.12.     CANCELLATION.

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

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

Section 3.13.     ESTABLISHMENT OF GROWTH PRIDES.

      A Holder may separate the Senior Notes or the appropriate Applicable
Ownership Interest of the Treasury Portfolio, as applicable, from the related
Purchase Contracts in respect of an Income PRIDES by substituting for such
Senior Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, Treasury Securities in an


                                     23

<Page>

aggregate principal amount of such Senior Notes or the appropriate Applicable
Ownership Interest (as specified in clause (A) of the definition of such
term) of the Treasury Portfolio, as applicable (a "Collateral Substitution"),
at any time from and after the date of this Agreement and on or prior to the
fifth Business Day immediately preceding the Purchase Contract Settlement
Date in the case of the Senior Notes and on or prior to the second Business
Day immediately preceding the Purchase Contract Settlement Date in the case
of the appropriate Applicable Ownership Interest of the Treasury Portfolio,
in each case by (a) depositing with the Collateral Agent Treasury Securities
having an aggregate principal amount at maturity equal to the aggregate
principal amount of the Senior Notes comprising part of such Income PRIDES or
the appropriate Applicable Ownership Interest (as specified in clause (A) of
the definition of such term) of the Treasury Portfolio comprising part of
such Income PRIDES, as the case may be, and (b) transferring the related
Income PRIDES to the Agent accompanied by a notice to the Agent,
substantially in the form of Exhibit D hereto, stating that the Holder has
transferred the relevant amount of Treasury Securities to the Collateral
Agent and requesting that the Agent instruct the Collateral Agent to release
the Senior Notes or the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, underlying such Income PRIDES,
whereupon the Agent shall promptly give such instruction to the Collateral
Agent, substantially in the form of Exhibit C hereto. Upon receipt of the
Treasury Securities described in clause (a) above and the instruction
described in clause (b) above, in accordance with the terms of the Pledge
Agreement, the Collateral Agent will release to the Agent, on behalf of the
Holder, Senior Notes or the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, having the appropriate aggregate
principal amount in the case of such Senior Notes or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,
from the Pledge, free and clear of the Company's security interest therein,
and upon receipt thereof the Agent shall promptly:

            (i) cancel the related Income PRIDES;

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

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

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

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


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<Page>

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

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

Section 3.14.     REESTABLISHMENT OF INCOME PRIDES.

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

            (i) cancel the related Growth PRIDES;


                                     25

<Page>

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

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

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

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

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

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

      Upon the occurrence of a Termination Event and the transfer to the Agent
of the Senior Notes, the appropriate Applicable Ownership Interest of the
Treasury Portfolio or the Treasury Securities, as the case may be, underlying
the Income PRIDES and the Growth PRIDES pursuant to the terms of the Pledge
Agreement, the Agent shall request transfer instructions with respect to such
Senior Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio or Treasury Securities, as the case may be, from each Holder by
written request mailed to such Holder at its address as it appears in the Income
PRIDES Register or the Growth PRIDES Register, as the case may be. Upon
book-entry transfer of the Income PRIDES or Growth PRIDES or delivery of an
Income PRIDES Certificate or a Growth PRIDES Certificate to the Agent with such
transfer instructions, the Agent shall transfer the Senior Notes, the Applicable
Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case
may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, to
such Holder by book-entry transfer, or other appropriate procedures, in
accordance with such instructions; provided, however, that, to the extent that a
Holder of Income PRIDES or Growth PRIDES would otherwise be entitled to receive
less than $1,000 principal amount at maturity of the


                                     26

<Page>

Treasury Portfolio or the Treasury Securities, the Agent shall dispose of
such securities for cash, and transfer the appropriate amount of such cash to
such Holder in accordance with such Holder's instructions. In the event a
Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or
delivery, the Senior Notes, the appropriate Applicable Ownership Interest of
the Treasury Portfolio or Treasury Securities, as the case may be, underlying
such Income PRIDES or Growth PRIDES, as the case may be, and any
distributions thereon, shall be held in the name of the Agent or its nominee
in trust for the benefit of such Holder, until such Income PRIDES or Growth
PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES
Certificate is surrendered or such Holder provides satisfactory evidence that
such Income PRIDES Certificate or Growth PRIDES Certificate has been
destroyed, lost or stolen, together with any indemnity that may be required
by the Agent and the Company.

Section 3.16.     CUSIP NUMBERS.

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

                                   ARTICLE IV
                                THE SENIOR NOTES

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

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

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

      In the case of any Income PRIDES with respect to which Cash Settlement of
the underlying Purchase Contract is effected on the Business Day immediately
preceding the Purchase Contract Settlement Date pursuant to prior notice, or
with respect to which Early Settlement of the underlying Purchase Contract is
effected on an Early Settlement Date, or with respect to which a Collateral
Substitution is effected, in each case on a date that is after any Record Date
and on or prior to the next succeeding Payment Date, interest on the Senior
Notes or


                                     27

<Page>

distributions on the appropriate Applicable Ownership Interest of the
Treasury Portfolio, as the case may be, underlying such Income PRIDES
otherwise payable on such Payment Date shall be payable on such Payment Date
notwithstanding such Cash Settlement or Early Settlement or Collateral
Substitution, and such distributions shall, subject to receipt thereof by the
Agent, be payable to the Person in whose name the Income PRIDES Certificate
(or one or more Predecessor Certificates) was registered at the close of
business on the Record Date. Except as otherwise expressly provided in the
immediately preceding sentence, in the case of any Income PRIDES with respect
to which Cash Settlement or Early Settlement of the underlying Purchase
Contract is effected on the Business Day immediately preceding the Purchase
Contract Settlement Date or an Early Settlement Date, as the case may be, or
with respect to which a Collateral Substitution has been effected,
distributions on the related Senior Notes or on the appropriate Applicable
Ownership Interest of the Treasury Portfolio, as the case may be, that would
otherwise be payable after the Purchase Contract Settlement Date or Early
Settlement Date shall not be payable hereunder to the Holder of such Income
PRIDES; provided, however, that to the extent that such Holder continues to
hold the separated Senior Notes that formerly comprised a part of such
Holder's Income PRIDES, such Holder shall be entitled to receive any payments
made on such separated Senior Notes.

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

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

Section 4.2.      NOTICE AND VOTING.

      Under the terms of the Pledge Agreement, the Agent will be entitled to
exercise the voting and any other consensual rights pertaining to the Senior
Notes pledged with the Collateral Agent but only to the extent instructed by the
Holders as described below. Upon receipt of notice of any meeting at which
holders of Senior Notes are entitled to vote or upon any solicitation of
consents, waivers or proxies of holders of Senior Notes, the Agent shall, as
soon as practicable


                                     28

<Page>

thereafter, mail to the Holders of Income PRIDES a notice
(a) containing such information as is contained in the notice or solicitation,
(b) stating that each Holder on the record date set by the Agent therefor
(which, to the extent possible, shall be the same date as the record date for
determining the holders of Senior Notes entitled to vote) shall be entitled to
instruct the Agent as to the exercise of the voting rights pertaining to the
Senior Notes underlying their Income PRIDES and (c) stating the manner in which
such instructions may be given. Upon the written request of the Holders of
Income PRIDES on such record date, the Agent shall endeavor insofar as
practicable to vote or cause to be voted, in accordance with the instructions
set forth in such requests, the maximum number of Senior Notes as to which any
particular voting instructions are received. In the absence of specific
instructions from the Holder of an Income PRIDES, the Agent shall abstain from
voting the Senior Note underlying such Income PRIDES. The Company hereby agrees,
if applicable, to solicit Holders of Income PRIDES to timely instruct the Agent
in order to enable the Agent to vote such Senior Notes.

Section 4.3.      TAX EVENT REDEMPTION.

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

                                    ARTICLE V
                             THE PURCHASE CONTRACTS

Section 5.1.      PURCHASE OF COMMON STOCK.

      Each Purchase Contract shall, unless an Early Settlement has occurred in
accordance with Section 5.8 hereof, obligate the Holder of the related Security
to purchase, and the Company to


                                     29
<Page>

sell, on the Purchase Contract Settlement Date at a price equal to the Stated
Amount (the "Purchase Price"), a number of newly issued shares of Common
Stock equal to the Settlement Rate unless, on or prior to the Purchase
Contract Settlement Date, there shall have occurred a Termination Event with
respect to the Security of which such Purchase Contract is a part. The
"Settlement Rate" is equal to (a) if the Applicable Market Value (as defined
below) is equal to or greater than $84.0650 (the "Threshold Appreciation
Price"), 0.2974 shares of Common Stock per Purchase Contract, (b) if the
Applicable Market Value is less than the Threshold Appreciation Price, but is
greater than $73.10 (the "Threshold Depreciation Price"), the number of
shares of Common Stock per Purchase Contract equal to the Stated Amount
divided by the Applicable Market Value and (c) if the Applicable Market Value
is less than or equal to Threshold Depreciation Price, 0.3420 shares of
Common Stock per Purchase Contract, in each case subject to adjustment as
provided in Section 5.5 (and in each case rounded upward or downward to the
nearest 1/10,000th of a share). As provided in Section 5.9, no fractional
shares of Common Stock will be issued upon settlement of Purchase Contracts.

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

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

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

      Each Holder of an Income PRIDES or a Growth PRIDES, by its acceptance
thereof, irrevocably authorizes the Agent to enter into and perform the related
Purchase Contract on its behalf as its attorney-in-fact (including the execution
of Certificates on behalf of such Holder), agrees to be bound by the terms and
provisions thereof, covenants and agrees to perform its obligations under such
Purchase Contracts, and consents to the provisions hereof, irrevocably
authorizes the Agent as its attorney-in-fact to enter into and perform the
Pledge Agreement on its behalf as its attorney-in-fact, and consents to and
agrees to be bound by the Pledge of the Senior Notes or the Treasury Securities
pursuant to the Pledge Agreement; provided that upon a Termination Event, the
rights of the Holder of such Security under the Purchase Contract may be


                                       30

<Page>

enforced without regard to any other rights or obligations. Each Holder of an
Income PRIDES or a Growth PRIDES, by its acceptance thereof, further covenants
and agrees, that, to the extent and in the manner provided in the Pledge
Agreement, but subject to the terms thereof, payments in respect of the Stated
Amount of the Senior Notes or the Proceeds of the Treasury Securities, the
Senior Notes or the Treasury Portfolio, as applicable, on the Purchase Contract
Settlement Date shall be paid by the Collateral Agent to the Company in
satisfaction of such Holder's obligations under such Purchase Contract and such
Holder shall acquire no right, title or interest in such payments.

      Upon registration of transfer of a Certificate, the transferee shall be
bound (without the necessity of any other action on the part of such
transferee), under the terms of this Agreement, the Purchase Contracts
underlying such Certificate and the Pledge Agreement and the transferor shall be
released from the obligations under this Agreement, the Purchase Contracts
underlying the Certificates so transferred and the Pledge Agreement. The Company
covenants and agrees, and each Holder of a Certificate, by its acceptance
thereof, likewise covenants and agrees, to be bound by the provisions of this
paragraph.

      The Agent shall have no responsibility whatsoever for calculating or
determining any amounts under this Section or elsewhere in this Agreement, and
shall have no liability whatsoever for any errors with respect to such
calculations or amounts.

Section 5.2.  INITIAL REMARKETING.

      Unless a Tax Event Redemption has occurred, the Company shall engage a
nationally recognized investment bank (the "Remarketing Agent") pursuant to the
Remarketing Agreement to sell the Senior Notes (the "Initial Remarketing") on
the third Business Day immediately preceding August 17, 2004 (the "Initial
Remarketing Date"). In order to facilitate the remarketing, the Agent shall
notify, by 10:00 a.m., New York City time, on the Business Day immediately
preceding the Initial Remarketing Date, the Remarketing Agent of the aggregate
principal amount of Senior Notes to be remarketed. Concurrently, the Collateral
Agent, pursuant to the terms of the Pledge Agreement, will present for
remarketing such Senior Notes to the Remarketing Agent. Upon receipt of such
notice from the Agent and such Senior Notes from the Collateral Agent, the
Remarketing Agent will, on the Initial Remarketing Date, use its reasonable
efforts to remarket such Senior Notes on such date at a price of approximately
100.5% (but not less than 100%) of the Treasury Portfolio Purchase Price. If the
Remarketing Agent is able to remarket the Senior Notes at a price equal to or
greater than 100% of the Treasury Portfolio Purchase Price (a "Successful
Initial Remarketing"), the portion of the proceeds from such Successful Initial
Remarketing equal to the Treasury Portfolio Purchase Price will be applied to
purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct
as a remarketing fee ("Remarketing Fee") an amount equal to 25 basis points
(0.25%) of the Treasury Portfolio Purchase Price from any amount of such
proceeds in excess of the Treasury Portfolio Purchase Price. Any proceeds in
excess of those required to pay the Treasury Portfolio Purchase Price and the
Remarketing Fee will be remitted to the Agent for payment to the Holders of the
related Income PRIDES. Income PRIDES Holders whose Senior Notes are so
remarketed will not otherwise be responsible for the payment of any Remarketing
Fee in connection therewith. The Treasury Portfolio will be substituted for the
Senior Notes of Holders of Income PRIDES and will be pledged to the Collateral
Agent to secure the Income PRIDES Holders' obligation to


                                       31

<Page>

pay the Purchase Price for the Common Stock under the related Purchase
Contracts on the Purchase Contract Settlement Date. Following the occurrence
of a Successful Initial Remarketing, the Holders of Income PRIDES and the
Collateral Agent shall have such security interests, rights and obligations
with respect to the Treasury Portfolio as the Holder of Income PRIDES and the
Collateral Agent had in respect of the Senior Notes, as the case may be,
subject to the Pledge thereof as provided in the Pledge Agreement, and any
reference herein or in the Certificates to the Senior Notes shall be deemed
to be a reference to such Treasury Portfolio and any reference herein or in
the Certificates to interest on the Senior Notes shall be deemed to be a
reference to corresponding distributions on the Treasury Portfolio. The
Company may cause to be made in any Income PRIDES Certificates thereafter to
be issued such change in phraseology and form (but not in substance) as may
be appropriate to reflect the substitution of the Treasury Portfolio for
Senior Notes as collateral.

      If, in spite of using its reasonable efforts, the Remarketing Agent cannot
remarket the related Senior Notes (other than to the Company) of such Holders of
Income PRIDES at a price not less than 100% of the Treasury Portfolio Purchase
Price, the remarketing will be deemed to have failed (a "Failed Initial
Remarketing"). The Company will cause a notice of a Failed Initial Remarketing
to be published on the second Business Day immediately preceding August 17, 2004
in a daily newspaper in the English language of general circulation in The City
of New York, which is expected to be The Wall Street Journal.

Section 5.3.  PAYMENT OF PURCHASE PRICE.

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

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


                                       32

<Page>

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

      (b) Unless a Tax Event Redemption or a Successful Initial Remarketing has
occurred, the Senior Notes of Income PRIDES Holders who have not notified the
Agent of their intention to effect a Cash Settlement as provided in paragraph
(a)(i) above will be sold by the Remarketing Agent (the "Secondary Remarketing")
on the third Business Day immediately preceding the Purchase Contract Settlement
Date (the "Secondary Remarketing Date"). The Agent shall notify, by 10:00 a.m.,
New York City time, on the Business Day immediately preceding the Secondary
Remarketing Date, the Remarketing Agent of the aggregate principal amount of
Senior Notes to be remarketed. Concurrently, the Collateral Agent, pursuant to
the terms of the Pledge Agreement, will present for remarketing such Senior
Notes to the Remarketing Agent. Upon receipt of such notice from the Agent and
such Senior Notes from the Collateral Agent, the Remarketing Agent will, on the
Secondary Remarketing Date, use its reasonable efforts to remarket such Senior
Notes on such date at a price of approximately 100.5% (but not less than 100%)
of the aggregate principal amount of such Senior Notes. If the Remarketing Agent
is able to remarket the Senior Notes at a price equal to or greater than 100% of
the aggregate principal amount of Senior Notes (a "Successful Secondary
Remarketing"), the Remarketing Agent will remit the entire amount of the
proceeds from such Successful Secondary Remarketing to the Collateral Agent;
provided, however, that the Remarketing Agent may deduct as the Remarketing Fee
an amount equal to 25 basis points (0.25%) of the aggregate principal amount of
the remarketed Senior Notes from any amount of the proceeds of a Successful
Secondary Remarketing in excess of the aggregate principal amount of the
remarketed Senior Notes. The portion of the proceeds equal to the aggregate
principal amount of Senior Notes will automatically be applied by the Collateral
Agent, in accordance with the Pledge Agreement, to satisfy in full such Income
PRIDES holders' obligations to pay the Purchase Price for the Common Stock under
the related Purchase Contracts on the Purchase Contract Settlement Date. Any
proceeds in excess of those required to pay the Purchase Price and the
Remarketing Fee will be remitted to the Agent for payment to the Holders of the
related Income PRIDES. Income PRIDES Holders whose Senior Notes are so
remarketed will not otherwise be responsible for the payment of any Remarketing
Fee in connection therewith. If, in spite of using its reasonable efforts, the
Remarketing Agent cannot remarket the related Senior Notes (other than to the
Company) of such Holders of Income PRIDES at a price not less than 100% of the
aggregate principal amount of the Senior Notes, the remarketing will be deemed
to have failed (a "Failed Secondary Remarketing") and in accordance with the
terms of the Pledge Agreement the Collateral Agent for the benefit of the
Company will exercise its rights as a secured party with respect to such Senior
Notes, including those actions specified in paragraph (c) below. The Company
will cause a notice of such Failed Secondary Remarketing to be published on the
second Business Day immediately preceding the Purchase Contract Settlement Date
in a daily


                                       33

<Page>

newspaper in the English language of general circulation in The City of New
York, which is expected to be The Wall Street Journal.

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

      (d) (i) Unless a Holder of Growth PRIDES settles the underlying Purchase
Contract through the early delivery of cash to the Agent in the manner described
in Section 5.8 or a Tax Event Redemption or a successful Initial Remarketing has
occurred, each Holder of a Growth PRIDES must notify the Agent by use of a
notice in substantially the form of Exhibit E hereto of its intention to pay in
cash the Purchase Price for the Common Stock to be purchased pursuant to a
Purchase Contract on or prior to 5:00 p.m., New York City time, on the second
Business Day immediately preceding the Purchase Contract Settlement Date.

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

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


                                       34

<Page>

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

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

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

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

Section 5.4.  ISSUANCE OF COMMON STOCK.

      Unless a Termination Event shall have occurred on or prior to the Purchase
Contract Settlement Date or an Early Settlement shall have occurred, on the
Purchase Contract Settlement Date, upon its receipt of payment in full of the
Purchase Price for the Common Stock purchased by the Holders pursuant to the
foregoing provisions of this Article and subject to Section 5.5(b), the Company
shall issue and deposit with the Agent, for the benefit of the Holders of the
Outstanding Securities, one or more certificates representing the newly issued
shares of Common Stock registered in the name of the Agent (or its nominee) as
custodian for the Holders (such certificates for Common Stock, together with any
dividends or distributions for which a record date and payment date for such
dividend or distribution has occurred after the Purchase Contract Settlement
Date, being hereinafter referred to as the "Purchase Contract Settlement Fund")
to which the Holders are entitled hereunder. Subject to the foregoing, upon
surrender of a Certificate to the Agent on or after the Purchase Contract
Settlement Date, together with settlement instructions thereon duly completed
and executed, the Holder of such Certificate shall be entitled to receive in
exchange therefor a certificate representing that number of whole shares of
Common Stock which such Holder is entitled to receive pursuant to the provisions
of this Article Five (after taking into account all Securities then held by such
Holder) together with cash in lieu of fractional shares as provided in Section
5.9 and any dividends or distributions with


                                       35

<Page>

respect to such shares constituting part of the Purchase Contract Settlement
Fund, but without any interest thereon, and the Certificate so surrendered
shall forthwith be cancelled. Such shares shall be registered in the name of
the Holder or the Holder's designee as specified in the settlement
instructions provided by the Holder to the Agent. If any shares of Common
Stock issued in respect of a Purchase Contract are to be registered to a
Person other than the Person in whose name the Certificate evidencing such
Purchase Contract is registered, no such registration shall be made unless
the Person requesting such registration has paid any transfer and other taxes
required by reason of such registration in a name other than that of the
registered Holder of the Certificate evidencing such Purchase Contract or has
established to the satisfaction of the Company that such tax either has been
paid or is not payable.

Section 5.5.  ADJUSTMENT OF SETTLEMENT RATE.

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

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

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


                                       36

<Page>

number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company but shall include any shares
issuable in respect of any scrip certificates issued in lieu of fractions of
shares of Common Stock. The Company shall not issue any such rights, options
or warrants in respect of Common Stock held in the treasury of the Company.

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

            (4) In case the Company shall, by dividend or otherwise, distribute
to all holders of its Common Stock evidences of its indebtedness or assets
(including securities, but excluding any rights or warrants referred to in
paragraph (2) of this Section, any dividend or distribution paid exclusively in
cash and any dividend or distribution referred to in paragraph (1) of this
Section), the Settlement Rate shall be adjusted so that the same shall equal the
rate determined by dividing the Settlement Rate in effect immediately prior to
the close of business on the date fixed for the determination of shareholders
entitled to receive such distribution by a fraction, the numerator of which
shall be the Current Market Price per share of Common Stock on the date fixed
for such determination less the then fair market value (as determined by the
Board of Directors, whose determination shall be conclusive and described in a
Board Resolution filed with the Agent) of the portion of the assets or evidences
of indebtedness so distributed applicable to one share of Common Stock and the
denominator of which shall be such Current Market Price per Ordinary Share, such
adjustment to become effective immediately prior to the opening of business on
the day following the date fixed for the determination of shareholders entitled
to receive such distribution. In any case in which this paragraph (4) is
applicable, paragraph (2) of this Section shall not be applicable.

            (5) In case the Company shall, (I) by dividend or otherwise,
distribute to all holders of its Common Stock cash (excluding any cash that is
distributed in a Reorganization Event to which Section 5.5(b) applies or as part
of a distribution referred to in paragraph (4) of this Section) in an aggregate
amount that, combined together with (II) the aggregate amount of any other
distributions to all holders of its Common Stock made exclusively in cash within
the 12 months preceding the date of payment of such distribution and in respect
of which no adjustment pursuant to this paragraph (5) or paragraph (6) of this
Section has been made, exceeds 5% of the product of the Current Market Price per
share of Common Stock on the date for the determination of holders of Common
Stock entitled to receive such distribution times the number of shares of Common
Stock outstanding on such date, then, and in each such case, immediately after
the close of business on such date for determination, the Settlement Rate shall
be increased so that the same shall equal the rate determined by dividing the
Settlement Rate in effect immediately prior to the close of business on the date
fixed for determination of the stockholders entitled to receive such
distribution by a fraction (i) the numerator of which shall be equal to the
Current Market Price per share of Common Stock on the date fixed for such


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<Page>

determination less an amount equal to the quotient of (x) the combined amount
distributed or payable in the transactions described in clauses (I) and (II)
above and (y) the number of shares of Common Stock outstanding on such date for
determination and (ii) the denominator of which shall be equal to the Current
Market Price per share of Common Stock on such date for determination.

            (6) In case (I) a tender or exchange offer made by the Company or
any subsidiary of the Company for shares of Common Stock in a transaction or
series of transactions which is subject to Rule 13e-4 under the Exchange Act
("Tender or Exchange Offer") shall expire and such Tender or Exchange Offer
(as amended upon the expiration thereof) shall require the payment to
shareholders (based on the acceptance (up to any maximum specified in the
terms of the Tender or Exchange Offer) of Purchased Shares) of an aggregate
consideration having a fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution) that combined together with (II) the aggregate of the cash plus
the fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution), as of
the expiration of such Tender or Exchange Offer, of consideration payable in
respect of any other Tender or Exchange Offer, by the Company or any
subsidiary of the Company for all or any portion of the Common Stock expiring
within the 12 months preceding the expiration of such Tender or Exchange
Offer and in respect of which no adjustment pursuant to this paragraph (6)
has been made and (III) the aggregate amount of any distributions to all
holders of the Company's Common Stock made exclusively in cash (excluding any
cash that is distributed in a Reorganization Event to which Section 5.5(b)
applies or as part of a distribution referred to in paragraph (4) of this
Section) within the 12 months preceding the expiration of such Tender or
Exchange Offer and in respect of which no adjustment pursuant to paragraph
(5) of this Section or this paragraph (6) has been made, exceeds 15% of the
product of the Current Market Price per share of Common Stock as of the last
time (the "Expiration Time") tenders could have been made pursuant to such
Tender or Exchange Offer (as it may be amended) times the number of shares of
Common Stock outstanding (including any tendered shares) on the Expiration
Time, then, and in each such case, immediately prior to the opening of
business on the day after the date of the Expiration Time, the Settlement
Rate shall be adjusted so that the same shall equal the rate determined by
dividing the Settlement Rate immediately prior to the close of business on
the date of the Expiration Time by a fraction (i) the numerator of which
shall be equal to (A) the product of (I) the Current Market Price per share
of Common Stock on the date of the Expiration Time and (II) the number of
shares of Common Stock outstanding (including any tendered shares) on the
Expiration Time less (B) the amount of cash plus the fair market value
(determined as aforesaid) of the aggregate consideration payable to
shareholders based on the transactions described in clauses (I), (II) and
(III) above (assuming in the case of clause (I) the acceptance, up to any
maximum specified in the terms of the Tender or Exchange Offer, of Purchased
Shares), and (ii) the denominator of which shall be equal to the product of
(A) the Current Market Price per share of Common Stock as of the Expiration
Time and (B) the number of shares of Common Stock outstanding (including any
tendered shares) as of the Expiration Time less the number of all shares
validly tendered and

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<Page>

not withdrawn as of the Expiration Time (the shares deemed so accepted, up to
any such maximum, being referred to as the "Purchased Shares").

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

            (8) The "Current Market Price" per share of Common Stock on any day
means the average of the daily Closing Prices for the 5 consecutive Trading Days
selected by the Company commencing not more than 30 Trading Days before, and
ending not later than, the earlier of the day in question and the day before the
"ex date" with respect to the issuance or distribution requiring such
computation. For purposes of this paragraph, the term "ex date", when used with
respect to any issuance or distribution, shall mean the first date on which the
Common Stock trades regular way on such exchange or in such market without the
right to receive such issuance or distribution.

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

            (10) The Company may make such increases in the Settlement Rate, in
addition to those required by this Section, as it considers to be advisable in
order to avoid or diminish any


                                       39

<Page>

income tax to any holders of Common Stock resulting from any dividend or
distribution of stock or issuance of rights or warrants to purchase or
subscribe for stock or from any event treated as such for income tax purposes
or for any other reasons.

      (b) ADJUSTMENT FOR CONSOLIDATION, MERGER OR OTHER REORGANIZATION EVENT.
In the event of (i) any consolidation or merger of the Company with or into
another Person (other than a merger or consolidation in which the Company is
the continuing corporation and in which the Common Stock outstanding
immediately prior to the merger or consolidation is not exchanged for cash,
securities or other property of the Company or another corporation), (ii) any
sale, transfer, lease or conveyance to another Person of the property of the
Company as an entirety or substantially as an entirety, (iii) any statutory
exchange of securities of the Company with another Person (other than in
connection with a merger or acquisition) or (iv) any liquidation, dissolution
or winding up of the Company other than as a result of or after the
occurrence of a Termination Event (any such event, a "Reorganization Event"),
the Settlement Rate will be adjusted to provide that each Holder of
Securities will receive on the Purchase Contract Settlement Date with respect
to each Purchase Contract forming a part thereof, the kind and amount of
securities, cash and other property receivable upon such Reorganization Event
(without any interest thereon, and without any right to dividends or
distribution thereon which have a record date that is prior to the Purchase
Contract Settlement Date) by a Holder of the number of shares of Common Stock
issuable on account of each Purchase Contract if the Purchase Contract
Settlement Date had occurred immediately prior to such Reorganization Event
assuming such Holder of Common Stock is not a Person with which the Company
consolidated or into which the Company merged or which merged into the
Company or to which such sale or transfer was made, as the case may be (any
such Person, a "Constituent Person"), or an Affiliate of a Constituent Person
to the extent such Reorganization Event provides for different treatment of
Common Stock held by Affiliates of the Company and non-affiliates and such
Holder failed to exercise his rights of election, if any, as to the kind or
amount of securities, cash and other property receivable upon such
Reorganization Event (provided that if the kind or amount of securities, cash
and other property receivable upon such Reorganization Event is not the same
for each share of Common Stock held immediately prior to such Reorganization
Event by other than a Constituent Person or an Affiliate thereof and in
respect of which such rights of election shall not have been exercised
("non-electing share"), then for the purpose of this Section the kind and
amount of securities, cash and other property receivable upon such
Reorganization Event by each non-electing share shall be deemed to be the
kind and amount so receivable per share by a plurality of the non-electing
shares). In the event of such a Reorganization Event, the Person formed by
such consolidation, merger or exchange or the Person which acquires the
assets of the Company or, in the event of a liquidation or dissolution of the
Company, the Company or a liquidating trust created in connection therewith,
shall execute and deliver to the Agent an agreement supplemental hereto
providing that the Holders of each Outstanding Security shall have the rights
provided by this Section 5.5. Such supplemental agreement shall provide for
adjustments which, for events subsequent to the effective date of such
supplemental agreement, shall be as nearly equivalent as may be practicable
to the adjustments provided for in this Section. The above provisions of this
Section shall similarly apply to successive Reorganization Events.


                                      40
<Page>

Section 5.6.      NOTICE OF ADJUSTMENTS AND CERTAIN OTHER EVENTS.

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

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

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

      (b) The Agent shall not at any time be under any duty or responsibility
to any Holder of Securities to determine whether any facts exist which may
require any adjustment of the Settlement Rate, or with respect to the nature
or extent or calculation of any such adjustment when made, or with respect to
the method employed in making the same. The Agent shall not be accountable
with respect to the validity or value (or the kind or amount) of any Common
Stock, or of any securities or property, which may at the time be issued or
delivered with respect to any Purchase Contract; and the Agent makes no
representation with respect thereto. The Agent shall not be responsible for
any failure of the Company to issue, transfer or deliver any Common Stock
pursuant to a Purchase Contract or to comply with any of the duties,
responsibilities or covenants of the Company contained in this Article.

Section 5.7.      TERMINATION EVENT; NOTICE.

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

Section 5.8.      EARLY SETTLEMENT.

      (a) Subject to and upon compliance with the provisions of this Section
5.8, at the option of the Holder thereof, Purchase Contracts underlying
Securities, having an aggregate Stated Amount equal to $1,000 or an integral
multiple thereof, may be settled early ("Early Settlement") in the case of
Income PRIDES on or prior to the fifth Business Day immediately preceding the
Purchase Contract Settlement Date and in the case of Growth PRIDES on or
prior to the second


                                      41
<Page>

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

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

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

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


                                      42
<Page>

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

Section 5.9.      NO FRACTIONAL SHARES.

      No fractional shares or scrip representing fractional shares of Common
Stock shall be issued or delivered upon settlement on the Purchase Contract
Settlement Date or upon Early Settlement of any Purchase Contracts. If
Certificates evidencing more than one Purchase Contract shall be surrendered
for settlement at one time by the same Holder, the number of full shares of
Common Stock which shall be delivered upon settlement shall be computed on
the basis of the aggregate number of Purchase Contracts evidenced by the
Certificates so surrendered. Instead of any fractional share of Common Stock
which would otherwise be deliverable upon settlement of any Purchase
Contracts on the Purchase Contract Settlement Date or upon Early Settlement,
the Company, through the Agent, shall make a cash payment in respect of such
fractional interest in an amount equal to the value of such fractional shares
times the Applicable Market Value. The Company shall provide the Agent from
time to time with sufficient funds to permit the Agent to make all cash
payments required by this Section 5.9 in a timely manner.

Section 5.10.     CHARGES AND TAXES.

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

Section 5.11.     EARLY SETTLEMENT UPON MERGER.

      (a) In the event of a merger or consolidation of the Company of the
type described in Section 5.5(b) in which the Common Stock outstanding
immediately prior to such merger or consolidation is exchanged for
consideration consisting of at least 30% cash or cash equivalents (any such
event a "Cash Merger"), then the Company (or the successor to the Company
hereunder) shall be required to offer the Holder of each Income PRIDES the
right to settle the Purchase Contract underlying such Income PRIDES prior to
the Purchase Contract Settlement Date ("Merger Early Settlement") as provided
herein. On or before the fifth Business Day after the consummation of a Cash
Merger the Company or, at the written request and expense of the Company, the
Agent shall give all Holders notice, in the manner provided in Section 1.6,
of the occurrence of the Cash Merger and of the right of Merger Early
Settlement arising as a result


                                      43
<Page>

thereof. The Company shall also deliver a copy of such notice to the Agent
and the Collateral Agent. Each such notice shall contain:

                  (i)  the date on which the Merger Early Settlement will be
      effected (the "Merger Early Settlement Date");

                  (ii) the date, which shall be 10 days after the date of the
      notice, by which the Merger Early Settlement right must be exercised;

                  (iii) the Settlement Rate in effect as a result of such Cash
      Merger and the kind and amount of securities, cash and other property
      receivable by the Holder upon settlement of each Purchase Contract
      pursuant to Section 5.5(b);

                  (iv) a statement to the effect that all or a portion of the
      Stated Amount payable by the Holder to settle the Purchase Contract will
      be offset against the amount of cash so receivable upon exercise of Merger
      Early Settlement, as applicable; and

                  (v)  the instructions a Holder must follow to exercise the
      Merger Early Settlement right.

      (b) To exercise a Merger Early Settlement right, a Holder shall deliver
to the Agent on or before 5:00 p.m., New York City time on the date specified
in the notice the Income PRIDES Certificate(s) with respect to which the
Merger Early Settlement right is being exercised with the form of "Election
to Settle Early" on the reverse thereof, duly completed accompanied by
payment of the purchase price for the property to be purchased pursuant to
the Purchase Contracts underlying such Income PRIDES, which payment shall be
made in lawful money of the United States by certified or cashier's check
payable to the order of the Company in immediately available funds in an
amount equal to the aggregate Stated Amount of the Income PRIDES in respect
of which the Merger Early Settlement is being effected less the amount of
cash that otherwise would be deliverable by the Company or its successor upon
settlement of the Purchase Contract in lieu of Common Stock pursuant to
Section 5.5(b) and as described in the notice to Holders.

      (c) In the event a Merger Early Settlement right shall be exercised by
a Holder in accordance with the terms hereof, (i) on the Merger Early
Settlement Date the Company shall deliver or cause to be delivered by the
Agent to each such exercising Holder the net cash, securities and other
property to be received, as provided herein, by such exercising Holder in
respect of the number of Purchase Contracts for which such Merger Early
Settlement right was exercised and (ii) all references herein to Purchase
Contract Settlement Date shall be deemed to refer to such Merger Early
Settlement Date and all references to the form of Settlement Instruction
shall be deemed to refer to the form of Election to Settle Early, as
applicable.

      (d) In the event that Merger Early Settlement is effected with respect
to less than all of the Purchase Contracts underlying the Income PRIDES
evidenced by a Income PRIDES Certificate, upon such Merger Early Settlement
the Company shall execute and the Agent shall execute on behalf of the
Holders and deliver to the Holder thereof, at the expense of the Company, a
Income PRIDES Certificate evidencing the Income PRIDES as to which Merger
Early Settlement was not effected.

                                      44
<Page>

                                   ARTICLE VI
                                    REMEDIES

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

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

Section 6.2.      RESTORATION OF RIGHTS AND REMEDIES.

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

Section 6.3.      RIGHTS AND REMEDIES CUMULATIVE.

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

Section 6.4.      DELAY OR OMISSION NOT WAIVER.

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

Section 6.5.      UNDERTAKING FOR COSTS.

      All parties to this Agreement agree, and each Holder of Income PRIDES
or Growth PRIDES, by its acceptance of such Income PRIDES or Growth PRIDES
shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Agreement,
or in any suit against the Agent for any action taken, suffered or omitted by
it as Agent, the filing by any party litigant in such suit of an undertaking
to pay the costs of such suit, and that such court may in its discretion
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; provided
that


                                      45
<Page>

the provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Agent, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% of the
Outstanding Securities, or to any suit instituted by any Holder for the
enforcement of dividends on any Senior Notes, if declared, on or after the
respective Payment Date therefor in respect of any Security held by such
Holder, or for enforcement of the right to purchase Common Stock under the
Purchase Contracts constituting part of any Security held by such Holder.

Section 6.6.      WAIVER OF STAY OR EXTENSION LAWS.

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

                                   ARTICLE VII
                                    THE AGENT

Section 7.1.      CERTAIN DUTIES AND RESPONSIBILITIES.

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

      (2) in the absence of bad faith, willful misconduct or negligence on
its part, the Agent may, with respect to the Securities, conclusively rely,
as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Agent and
conforming to the requirements of this Agreement, but in the case of any
certificates or opinions which by any provision hereof are specifically
required to be furnished to the Agent, the Agent shall be under a duty to
examine the same to determine whether or not they conform to the requirements
of this Agreement, but need not confirm or investigate the accuracy of
mathematical calculations stated therein.

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

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

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


                                      46
<Page>

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

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

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

Section 7.2.      NOTICE OF DEFAULT.

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

Section 7.3.      CERTAIN RIGHTS OF AGENT.

      Subject to the provisions of Section 7.1:

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

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

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

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

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


                                      47
<Page>

investigation, it shall be given a reasonable opportunity to examine the
books, records and premises of the Company, personally or by agent or
attorney;

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

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

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

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

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

Section 7.5.      MAY HOLD SECURITIES.

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

Section 7.6.      MONEY HELD IN CUSTODY.

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

Section 7.7.      COMPENSATION AND REIMBURSEMENT.

      The Company agrees:

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


                                      48
<Page>

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

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

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

Section 7.8.      CORPORATE AGENT REQUIRED; ELIGIBILITY.

      There shall at all times be an Agent hereunder which shall be a
corporation organized and doing business under the laws of the United States
of America, any State thereof or the District of Columbia, authorized under
such laws to exercise corporate trust powers, having (or being a member of a
bank holding company having) a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by Federal or State
authority and having a Corporate Trust Office in the Borough of Manhattan,
The City of New York, if there be such a corporation in the Borough of
Manhattan, The City of New York, qualified and eligible under this Article
and willing to act on reasonable terms. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of
said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published. If at any time the Agent shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

Section 7.9.      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

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


                                      49
<Page>

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

      (d)  if at any time:

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

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

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

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

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

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

Section 7.10.     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

      (a) In case of the appointment hereunder of a successor Agent, every such
successor Agent so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Agent an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Agent shall become
effective and such successor Agent, without any further act, deed or conveyance,
shall become vested with all the rights, powers, agencies and duties of the


                                     50

<Page>

retiring Agent; but, on the request of the Company or the successor Agent, such
retiring Agent shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Agent all the rights, powers and
trusts of the retiring Agent and shall duly assign, transfer and deliver to such
successor Agent all property and money held by such retiring Agent hereunder.

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

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

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

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

Section 7.12.     PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

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

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

Section 7.13.     NO OBLIGATIONS OF AGENT.

      Except to the extent otherwise provided in this Agreement, the Agent
assumes no obligations and shall not be subject to any liability under this
Agreement, the Pledge Agreement or any Purchase Contract in respect of the
obligations of the Holder of any Security thereunder. The Company agrees, and
each Holder of a Certificate, by his acceptance thereof, shall be


                                     51

<Page>

deemed to have agreed, that the Agent's execution of the Certificates on
behalf of the Holders shall be solely as agent and attorney-in-fact for the
Holders, and that the Agent shall have no obligation to perform such Purchase
Contracts on behalf of the Holders, except to the extent expressly provided
in Article Five hereof.

Section 7.14.     TAX COMPLIANCE.

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

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

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

                                  ARTICLE VIII
                             SUPPLEMENTAL AGREEMENTS

Section 8.1.      SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF HOLDERS.

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

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

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

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

            (4)  to make provision with respect to the rights of Holders
      pursuant to the requirements of Section 5.5(b); or

            (5) to cure any ambiguity, to correct or supplement any provisions
      herein which may be inconsistent with any other provisions herein, or to
      make any other provisions


                                     52

<Page>

      with respect to such matters or questions arising under this Agreement,
      provided such action shall not adversely affect the interests of the
      Holders.

Section 8.2.      SUPPLEMENTAL AGREEMENTS WITH CONSENT OF HOLDERS.

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

            (1)  change any Payment Date;

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

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

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

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

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

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

Section 8.3.      EXECUTION OF SUPPLEMENTAL AGREEMENTS.

      In executing, or accepting the additional agencies created by, any
supplemental agreement permitted by this Article or the modifications thereby of
the agencies created by this


                                     53

<Page>

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

Section 8.4.      EFFECT OF SUPPLEMENTAL AGREEMENTS.

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

Section 8.5.      REFERENCE TO SUPPLEMENTAL AGREEMENTS.

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

                                   ARTICLE IX
                  CONSOLIDATION, MERGER, SALE OR CONVEYANCE

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

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


                                     54

<Page>

Section 9.2.      RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.

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

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

Section 9.3.      OPINION OF COUNSEL GIVEN TO AGENT.

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

                                    ARTICLE X
                                    COVENANTS

Section 10.1.     PERFORMANCE UNDER PURCHASE CONTRACTS.

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

Section 10.2.     MAINTENANCE OF OFFICE OR AGENCY.

      The Company will maintain in the Borough of Manhattan, The City of New
York an office or agency where Certificates may be presented or surrendered for
acquisition of Common Stock upon settlement of the Purchase Contracts on the
Purchase Contract Settlement Date or Early Settlement and for transfer of
Collateral upon occurrence of a Termination Event, where Certificates may be
surrendered for registration of transfer or exchange, for a Collateral
Substitution or re-establishment of an Income PRIDES and where notices and
demands to or


                                     55

<Page>

upon the Company in respect of the Securities and this Agreement may be
served. The Company will give prompt written notice to the Agent of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Agent with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office, and the Company hereby appoints the Agent as its agent to receive all
such presentations, surrenders, notices and demands.

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

Section 10.3.     COMPANY TO RESERVE COMMON STOCK.

      The Company shall at all times prior to the Purchase Contract Settlement
Date reserve and keep available, free from preemptive rights, out of its
authorized but unissued Common Stock the full number of shares of Common Stock
issuable against tender of payment in respect of all Purchase Contracts
constituting a part of the Securities evidenced by Outstanding Certificates.

Section 10.4.     COVENANTS AS TO COMMON STOCK.

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


                                     56

<Page>

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

                                          AFFILIATED MANAGERS GROUP, INC.

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



                                          FIRST UNION NATIONAL BANK,
                                          as Purchase Contract Agent

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


                                     57

<Page>

                                                                    EXHIBIT A

                 (Form of Face of Income PRIDES Certificate)

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

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE 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.]

No.                                                   CUSIP No. 008252 50 4
Number of Income PRIDES:

                            Income PRIDES Certificate

      This Income PRIDES Certificate certifies that Cede & Co. is the registered
Holder of the number of Income PRIDES set forth above. Each Income PRIDES
represents (i) either (a) beneficial ownership by the Holder of $25 principal
amount of Senior Notes due 2006 (the "Senior Note") of Affiliated Managers
Group, Inc., a Delaware corporation (the "Company"), subject to the Pledge of
such Senior Note by such Holder pursuant to the Pledge Agreement or (b) upon the
occurrence of a Tax Event Redemption prior to the Purchase Contract Settlement
Date or a Successful Initial Remarketing, the appropriate Applicable Ownership
Interest of the Treasury Portfolio, subject to the Pledge of such Applicable
Ownership Interest of the Treasury Portfolio by such Holder pursuant to the
Pledge Agreement, and (ii) the rights and obligations of the Holder under one
Purchase Contract with the Company. All capitalized terms used herein which are
defined in the Purchase Contract Agreement have the meaning set forth therein.

      Pursuant to the Pledge Agreement, the Senior Notes or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,
constituting part of each Income PRIDES evidenced hereby have been pledged to
the Collateral Agent, for the benefit of the Company, to secure the obligations
of the Holder under the Purchase Contract comprising a portion of such Income
PRIDES.


<Page>

      The Pledge Agreement provides that all payments of principal on the
pledged Senior Notes or the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as the case may be, or interest payments on any pledged Senior Notes
(as defined in the Pledge Agreement) or the appropriate Applicable Ownership
Interest (as specified in clause (B) of the definition of such term) of the
Treasury Portfolio, as the case may be, constituting part of the Income PRIDES
received by the Collateral Agent shall be paid by the Collateral Agent by wire
transfer in same day funds (i) in the case of (A) interest payments with respect
to pledged Senior Notes or the appropriate Applicable Ownership Interest (as
specified in clause (B) of the definition of such term) of the Treasury
Portfolio, as the case may be, and (B) any payments of principal or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such terms) of the Treasury Portfolio, as the case may be, with
respect to any Senior Notes or the appropriate Applicable Ownership Interest of
the Treasury Portfolio, as the case may be, that have been released from the
Pledge pursuant to the Pledge Agreement, to the Agent to the account designated
by the Agent, no later than 2:00 p.m., New York City time, on the Business Day
such payment is received by the Collateral Agent (provided that in the event
such payment is received by the Collateral Agent on a day that is not a Business
Day or after 12:30 p.m., New York City time, on a Business Day, then such
payment shall be made no later than 10:30 a.m., New York City time, on the next
succeeding Business Day) and (ii) in the case of payments of principal on any
pledged Senior Notes or the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio that has not been released from the Pledge pursuant to the Pledge
Agreement, as the case may be, to the Company on the Purchase Contract
Settlement Date (as defined herein) in accordance with the terms of the Pledge
Agreement, in full satisfaction of the respective obligations of the Holders of
the Income PRIDES of which such pledged Senior Notes or the Treasury Portfolio,
as the case may be, are a part under the Purchase Contracts forming a part of
such Income PRIDES. Interest on any Senior Notes or distributions on the
appropriate Applicable Ownership Interest (as specified in clause (B) of the
definition of such term) of the Treasury Portfolio, as the case may be, forming
part of an Income PRIDES evidenced hereby which are payable quarterly in arrears
on February 17, May 17, November 17 and August 17, each year, commencing
February 17, 2002 (a "Payment Date"), shall, subject to receipt thereof from the
Collateral Agent, be paid to the Person in whose name this Income PRIDES
Certificate (or a Predecessor Income PRIDES Certificate) is registered at the
close of business on the Record Date for such Payment Date.

      Each Purchase Contract evidenced hereby obligates the Holder of this
Income PRIDES Certificate to purchase, and the Company to sell, on November 17,
2004 (the "Purchase Contract Settlement Date"), at a price equal to $25 (the
"Stated Amount"), a number of newly issued shares of Common Stock, $0.01 par
value ("Common Stock"), of the Company equal to the Settlement Rate, unless on
or prior to the Purchase Contract Settlement Date there shall have occurred a
Termination Event or an Early Settlement with respect to the Income PRIDES of
which such Purchase Contract is a part, all as provided in the Purchase Contract
Agreement and more fully described on the reverse hereof. The purchase price
(the "Purchase Price") for the shares of Common Stock purchased pursuant to each
Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the
Purchase Contract Settlement Date by application of (1) cash received from a
Holder or (2) payment received in respect of the Senior Notes or the appropriate
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) of the


                                     59
<Page>

Treasury Portfolio, as the case may be, pledged to secure the obligations
under such Purchase Contract of the Holder of the Income PRIDES of which such
Purchase Contract is a part.

      Interest on the Senior Notes or distributions on the appropriate
Applicable Ownership Interest (as specified in clause (B) of the definition of
such term) of the Treasury Portfolio, as the case may be, will be payable at the
Corporate Trust Office of the Agent and at the New York Office or, at the option
of the Company, by check mailed to the address of the Person entitled thereto as
such address appears on the Income PRIDES Register or by wire transfer to the
account designated by a prior written notice from such Person.

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

      Unless the certificate of authentication hereon has been executed by the
Agent by manual signature, this Income PRIDES Certificate shall not be entitled
to any benefit under the Pledge Agreement or the Purchase Contract Agreement or
be valid or obligatory for any purpose.


                                       60

<Page>

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


                                    AFFILIATED MANAGERS GROUP, INC.


                                    By: _________________________________
                                    Name:
                                    Title:


                                    HOLDER SPECIFIED ABOVE (as to obligations
                                    of such Holder under the Purchase Contracts
                                    evidenced hereby)

                                    By: FIRST UNION NATIONAL BANK


                                    By: _________________________________
                                    Name:
                                    Title:

                                    not individually but solely as
                                    attorney-in- fact of such Holder


                      AGENT'S CERTIFICATE OF AUTHENTICATION

      This is one of the Income PRIDES Certificates referred to in the within
mentioned Purchase Contract Agreement.


                                    By: _________________________________
                                             Authorized Signatory

                                    as Purchase Contract Agent

Dated:


                                       61

<Page>

                (Form of Reverse of Income PRIDES Certificate)

      Each Purchase Contract evidenced hereby is governed by a Purchase Contract
Agreement, dated as of December 21, 2001 (as may be supplemented from time to
time, the "Purchase Contract Agreement"), between the Company and First Union
National Bank, a national banking association, as Purchase Contract Agent
(including its successors thereunder, herein called the "Agent"), to which
Purchase Contract Agreement and supplemental agreements thereto reference is
hereby made for a description of the respective rights, limitations of rights,
obligations, duties and immunities thereunder of the Agent, the Company and the
Holders and of the terms upon which the Income PRIDES Certificates are, and are
to be, executed and delivered. In the case of any inconsistency between this
Certificate and the terms of the Purchase Contract Agreement, the terms of the
Purchase Contract Agreement shall prevail.

      Each Purchase Contract evidenced hereby obligates the Holder of this
Income PRIDES Certificate to purchase, and the Company to sell, on the Purchase
Contract Settlement Date at a price equal to the Purchase Price, a number of
newly issued shares of Common Stock of the Company equal to the Settlement Rate,
unless, on or prior to the Purchase Contract Settlement Date, there shall have
occurred a Termination Event or an Early Settlement with respect to the Security
of which such Purchase Contract is a part. The "Settlement Rate" is equal to (a)
if the Applicable Market Value (as defined below) is equal to or greater than
$84.0650 (the "Threshold Appreciation Price"), 0.2974 shares of Common Stock per
Purchase Contract, (b) if the Applicable Market Value is less than the Threshold
Appreciation Price but is greater than $73.10, the number of shares of Common
Stock per Purchase Contract equal to the Stated Amount divided by the Applicable
Market Value and (c) if the Applicable Market Value is less than or equal to
$73.10, 0.3420 shares of Common Stock per Purchase Contract, in each case
subject to adjustment as provided in the Purchase Contract Agreement. No
fractional shares of Common Stock will be issued upon settlement of Purchase
Contracts, as provided in the Purchase Contract Agreement.

      Each Purchase Contract evidenced hereby which is settled either through
Early Settlement or Cash Settlement shall obligate the Holder of the related
Income PRIDES to purchase at the Purchase Price, and the Company to sell, a
number of newly issued shares of Common Stock equal to the Early Settlement Rate
or the Settlement Rate, as applicable.

      The "Applicable Market Value" means the average of the Closing Price per
share of Common Stock on each of the 20 consecutive Trading Days ending on the
third Trading Day immediately preceding the Purchase Contract Settlement Date
or, for purposes of determining cash payable in lieu of factional shares in
connection with an Early Settlement, the third Trading Day immediately preceding
the relevant Early Settlement Date.

      The "Closing Price" of the Common Stock on any date of determination means
the closing sale price (or, if no closing price is reported, the last reported
sale price) of the Common Stock on The New York Stock Exchange (the "NYSE") on
such date or, if the Common Stock is not listed for trading on the NYSE on any
such date, as reported in composite transactions for the principal United States
securities exchange on which the Common Stock is so listed, or if the Common
Stock is not so listed on a United States national or regional securities
exchange, the last closing sales price on and as reported by the Nasdaq National
Market, or, if the Common


                                       62

<Page>

Stock is not so reported, the last quoted bid price for the Common Stock in
the over-the-counter market as reported by the National Quotation Bureau or
similar organization, or, if such bid price is not available, the market
value of the Common Stock on such date as determined by a nationally
recognized independent investment banking firm retained for this purpose by
the Company. A "Trading Day" means a day on which the Common Stock (A) is not
suspended from trading on any national or regional securities exchange or
association or over-the-counter market at the close of business and (B) has
traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the
trading of the Common Stock.

      In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Income PRIDES Certificate shall pay the Purchase Price for the
shares of Common Stock purchased pursuant to each Purchase Contract evidenced
hereby by effecting a Cash Settlement or an Early Settlement or from the
Proceeds of a remarketing of the related pledged Senior Notes of such holders or
of the appropriate Applicable Ownership Interest of the Treasury Portfolio.
Unless a Tax Event Redemption or a Successful Initial Remarketing has occurred,
a Holder of Income PRIDES who does not elect to make an effective (1) Cash
Settlement on or prior to 5:00 p.m., New York City time, on the fifth Business
Day immediately preceding the Purchase Contract Settlement Date, or (2) Early
Settlement on or prior to 5:00 p.m. New York City time, on the fifth Business
Day immediately preceding the Purchase Contract Settlement Date, shall pay the
Purchase Price for the shares of Common Stock to be issued under the related
Purchase Contract from the Proceeds of the sale of the related pledged Senior
Notes held by the Collateral Agent. Unless a Tax Event Redemption or a
Successful Initial Remarketing has occurred, such sale will be made by the
Remarketing Agent pursuant to the terms of the Remarketing Agreement and any
supplemental remarketing agreement executed in connection therewith between the
parties thereto, on the third Business Day immediately preceding the Purchase
Contract Settlement Date. If a Tax Event Redemption or a Successful Initial
Remarketing has occurred, a Holder of Income PRIDES who does not elect to make
an effective Early Settlement on or prior to 5:00 p.m. New York City time, on
the second Business Day immediately preceding the Purchase Contract Settlement
Date shall pay the Purchase Price with the Proceeds at maturity of the
Applicable Ownership Interest (as defined in clause (A) of the definition of
such term) of the Treasury Portfolio.

      The Company shall not be obligated to issue any shares of Common Stock in
respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment in full of the aggregate Purchase
Price for the shares of Common Stock to be purchased thereunder in the manner
herein set forth.

      Under the terms of the Pledge Agreement, the Agent will be entitled to
exercise the voting and any other consensual rights pertaining to the pledged
Senior Notes. Upon receipt of notice of any meeting at which holders of Senior
Notes are entitled to vote or upon the solicitation of consents, waivers or
proxies of holders of Senior Notes, the Agent shall, as soon as practicable
thereafter, mail to the Income PRIDES holders a notice (a) containing such
information as is contained in the notice or solicitation, (b) stating that each
Income PRIDES holder on the record date set by the Agent therefor (which, to the
extent possible, shall be the same date as the record date for determining the
holders of Senior Notes entitled to vote) shall be entitled to instruct the
Agent as to the exercise of the voting rights pertaining to the Senior Notes


                                       63

<Page>

constituting a part of such holder's Income PRIDES and (c) stating the manner in
which such instructions may be given. Upon the written request of the Income
PRIDES Holders on such record date, the Agent shall endeavor insofar as
practicable to vote or cause to be voted, in accordance with the instructions
set forth in such requests, the maximum number of Senior Notes as to which any
particular voting instructions are received. In the absence of specific
instructions from the Holder of an Income PRIDES, the Agent shall abstain from
voting the Senior Notes evidenced by such Income PRIDES.

      Upon the occurrence of a Tax Event Redemption prior to the Purchase
Contract Settlement Date, pursuant to the terms of the Pledge Agreement, the
Collateral Agent will apply, out of the aggregate Redemption Price for the
Senior Notes that are components of Income PRIDES, an amount equal to the
aggregate Redemption Amount for the Senior Notes that are components of Income
PRIDES to purchase on behalf of the Holders of Income PRIDES, the Treasury
Portfolio and, after deducting the Remarketing Fee to the extent permitted under
the terms of the Remarketing Agreement, promptly remit the remaining portion of
such Redemption Price to the Agent for payment to the Holders of such Income
PRIDES.

      Upon the occurrence of a Successful Initial Remarketing, pursuant to the
terms of the Remarketing Agreement, the Remarketing Agent will apply an amount
equal to the Treasury Portfolio Purchase Price to purchase on behalf of the
Holders of Income PRIDES, the Treasury Portfolio, and, after deducting the
Remarketing Fee to the extent permitted under the terms of the Remarketing
Agreement, promptly remit the remaining portion of such Proceeds of the
Successful Initial Remarketing to the Agent for payment to the Holders of such
Income PRIDES.

      Following the occurrence of a Tax Event Redemption prior to the Purchase
Contract Settlement Date or following a Successful Initial Remarketing, the
Holders of Income PRIDES and the Collateral Agent shall have such security
interests, rights and obligations with respect to the Treasury Portfolio as the
Holder of Income PRIDES and the Collateral Agent had in respect of the Senior
Notes, as the case may be, subject to the Pledge thereof as provided in Articles
2, 3, 4, 5 and 6 of the Pledge Agreement and any reference herein to the Senior
Notes shall be deemed to be a reference to such Treasury Portfolio and any
reference herein or in the Certificates to interest on the Senior Notes shall be
deemed to be a reference to corresponding distributions on the Treasury
Portfolio.

      The Income PRIDES Certificates are issuable only in registered form and
only in denominations of a single Income PRIDES and any integral multiple
thereof. The transfer of any Income PRIDES Certificate will be registered and
Income PRIDES Certificates may be exchanged as provided in the Purchase Contract
Agreement. The Income PRIDES Registrar may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents permitted by the
Purchase Contract Agreement. No service charge shall be required for any such
registration of transfer or exchange, but the Company and the Agent may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. A Holder who elects to substitute Treasury
Securities for Senior Notes or the appropriate Applicable Ownership Interest of
the Treasury Portfolio, thereby creating Growth PRIDES, shall be responsible for
any fees or expenses payable in connection therewith. Except as provided in the
Purchase Contract Agreement, for so long as the Purchase Contract underlying an
Income PRIDES remains in effect, such Income PRIDES shall not be separable into
its


                                       64

<Page>

constituent parts, and the rights and obligations of the Holder of such
Income PRIDES in respect of Senior Notes or the appropriate Applicable
Ownership Interest of the Treasury Portfolio, as the case may be, and the
Purchase Contract constituting such Income PRIDES may be transferred and
exchanged only as an Income PRIDES. A Holder of an Income PRIDES may create a
Growth PRIDES by delivering to the Collateral Agent Treasury Securities in an
aggregate principal amount equal to the aggregate principal amount of the
pledged Senior Notes or the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as the case may be, in exchange for the release of such pledged
Senior Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, in accordance with the terms of the Purchase
Contract Agreement and the Pledge Agreement. From and after such Collateral
Substitution, the Security for which such pledged Treasury Securities secures
the Holder's obligation under the Purchase Contract shall be referred to as a
"Growth PRIDES." A Holder may make such Collateral Substitution only in
integral multiples of 40 Income PRIDES for 40 Growth PRIDES; provided,
however, that if a Tax Event Redemption or a Successful Initial Remarketing
has occurred and the Treasury Portfolio has become a component of the Income
PRIDES, a Holder may make such Collateral Substitutions only in integral
multiples of 8,000 Income PRIDES for 8,000 Growth PRIDES. Such Collateral
Substitution may cause the equivalent aggregate Stated Amount of this
Certificate to be increased or decreased; provided, however, the equivalent
aggregate Stated Amount outstanding under this Income PRIDES Certificate
shall not exceed $200,000,000. All such adjustments to the equivalent
aggregate Stated Amount of this Income PRIDES Certificate shall be duly
recorded by placing an appropriate notation on the Schedule attached hereto.

      A Holder of Growth PRIDES may recreate Income PRIDES by delivering to the
Collateral Agent Senior Notes or the appropriate Applicable Ownership Interest
of the Treasury Portfolio, with an aggregate principal amount, in the case of
such Senior Notes, or with the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio, in the case of such appropriate Applicable Ownership Interest of the
Treasury Portfolio, equal to the aggregate principal amount of the pledged
Treasury Securities in exchange for the release of such pledged Treasury
Securities in accordance with the terms of the Purchase Contract Agreement and
the Pledge Agreement. Any such recreation of an Income PRIDES may be effected
only in multiples of 40 Growth PRIDES for 40 Income PRIDES; provided, however,
that if a Tax Event Redemption or a Successful Initial Remarketing has occurred
and the Treasury Portfolio has become a component of the Income PRIDES, a Holder
may make such substitution only in integral multiples of 8,000 Growth PRIDES for
8,000 Income PRIDES.

      The Purchase Contracts and all obligations and rights of the Company and
the Holders thereunder shall immediately and automatically terminate, without
the necessity of any notice or action by any Holder, the Agent or the Company,
if, on or prior to the Purchase Contract Settlement Date, a Termination Event
shall have occurred. Upon the occurrence of a Termination Event, the Company
shall promptly but in no event later than two Business Days thereafter give
written notice to the Agent, the Collateral Agent and to the Holders, at their
addresses as they appear in the Income PRIDES Register. Upon and after the
occurrence of a Termination Event, the Collateral Agent shall release the Senior
Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, from the Pledge in accordance with the provisions
of the Pledge Agreement.


                                       65

<Page>

      Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holders thereof, Purchase Contracts
underlying Securities having an aggregate Stated Amount equal to $1,000 or an
integral multiple thereof may be settled early ("Early Settlement") as provided
in the Purchase Contract Agreement; provided, however, that if a Tax Event
Redemption or a Successful Initial Remarketing has occurred and the Treasury
Portfolio has become a component of the Income PRIDES, Holders may early settle
Income PRIDES only in integral multiples of 8,000 Income PRIDES. In order to
exercise the right to effect Early Settlement with respect to any Purchase
Contracts evidenced by this Income PRIDES Certificate, the Holder of this Income
PRIDES Certificate shall deliver this Income PRIDES Certificate to the Agent at
the Corporate Trust Office or the New York Office duly endorsed for transfer to
the Company or in blank with the form of Election to Settle Early set forth
below duly completed and accompanied by payment in lawful money of the United
States by certified or cashiers check or wire transfer, in each case in
immediately available funds payable to the Company in an amount (the "Early
Settlement Amount") equal to (i) the product of (A) the Stated Amount times (B)
the number of Purchase Contracts with respect to which the Holder has elected to
effect Early Settlement plus (ii) if such delivery is made with respect to any
Purchase Contracts during the period from the close of business on any Record
Date next preceding any Payment Date to the opening of business on such Payment
Date, interest, if any, payable on such Payment Date with respect to such
Purchase Contracts. Upon Early Settlement of Purchase Contracts by a Holder of
the related Securities, the pledged Senior Notes or the appropriate Applicable
Ownership Interest of the Treasury Portfolio underlying such Securities shall be
released from the Pledge as provided in the Pledge Agreement and the Holder
shall be entitled to receive a number of shares of Common Stock on account of
each Purchase Contract forming part of an Income PRIDES as to which Early
Settlement is effected equal to the Early Settlement Rate. The Early Settlement
Rate shall initially be equal to 0.2974 shares of Common Stock and shall be
adjusted in the same manner and at the same time as the Settlement Rate is
adjusted as provided in the Purchase Contract Agreement.

      Upon registration of transfer of this Income PRIDES Certificate in
accordance with the Purchase Contract Agreement, the transferee shall be bound
(without the necessity of any other action on the part of such transferee,
except as may be required by the Agent pursuant to the Purchase Contract
Agreement) under the terms of the Purchase Contract Agreement, the Pledge
Agreement and the Purchase Contracts evidenced hereby and the transferor shall
be released from the obligations under the Purchase Contract Agreement, the
Pledge Agreement and the Purchase Contracts evidenced by this Income PRIDES
Certificate. The Company covenants and agrees, and the Holder, by its acceptance
hereof, likewise covenants and agrees, to be bound by the provisions of this
paragraph.

      The Holder of this Income PRIDES Certificate, by its acceptance hereof,
authorizes the Agent to enter into and perform the related Purchase Contracts
forming part of the Income PRIDES evidenced hereby on his behalf as his
attorney-in-fact, expressly withholds any consent to the assumption (i.e.,
affirmance) of the Purchase Contracts by the Company or its trustee in the event
that the Company becomes the subject of a case under the Bankruptcy Code, agrees
to be bound by the terms and provisions thereof, covenants and agrees to perform
its obligations under such Purchase Contracts, consents to the provisions of the
Purchase Contract Agreement, authorizes the Agent to enter into and perform the
Pledge Agreement on its behalf as its attorney-in-fact, and consents to the
Pledge of the Senior Notes or the appropriate Applicable Ownership


                                       66

<Page>

Interest of the Treasury Portfolio, as the case may be, underlying this
Income PRIDES Certificate pursuant to the Pledge Agreement and to all other
provisions of the Pledge Agreement. The Holder further covenants and agrees,
that, to the extent and in the manner provided in the Purchase Contract
Agreement and the Pledge Agreement, but subject to the terms thereof,
Proceeds of the pledged Senior Notes or the appropriate Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) of the
Treasury Portfolio on the Purchase Contract Settlement Date shall be paid by
the Collateral Agent to the Company in satisfaction of such Holder's
obligations under such Purchase Contract and such Holder shall acquire no
right, title or interest in such Proceeds.

      Subject to certain exceptions, the provisions of the Purchase Contract
Agreement may be amended with the consent of the Holders of a majority of the
Purchase Contracts then outstanding.

      The Purchase Contracts shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to principles of conflicts of laws.

      The Company, the Agent and its Affiliates and any agent of the Company or
the Agent may treat the Person in whose name this Income PRIDES Certificate is
registered as the owner of the Income PRIDES evidenced hereby for the purpose of
receiving payments of interest payable quarterly on the Senior Notes or on the
maturing quarterly interest strips of the Treasury Portfolio, as applicable,
whether or not any payments in respect thereof be overdue and notwithstanding
any notice to the contrary, and neither the Company, the Agent nor any such
agent shall be affected by notice to the contrary.

      The Purchase Contracts shall not, prior to the settlement thereof, entitle
the Holder to any of the rights of a holder of shares of Common Stock.

      A copy of the Purchase Contract Agreement is available for inspection at
the offices of the Agent.


                                       67

<Page>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM  -                                as tenants in common

UNIF GIFT MIN ACT -                                   Custodian
                                          ------------------------------
                                          (cust)                 (minor)

                                          Under Uniform Gifts to Minors Act


                                          ------------------------------
                                                      (State)

TEN ENT -                                 as tenants by the entireties

JT TEN -                                  as joint tenants with right of
                                          survivorship and not as
                                          tenants in common

Additional abbreviations may also be used though not in the above list.
                         ---------------------------

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

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

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

(Please insert Social Security or Taxpayer I.D. or other Identifying Number
of Assignee)

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

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

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

------------------------------------------------------------------------------
(Please Print or Type Name and Address Including Postal Zip Code of Assignee)
the within Income PRIDES Certificates and all rights thereunder, hereby
irrevocably constituting and appointing


------------------------------------------------------------------------------
attorney to transfer said Income PRIDES Certificates on the books of
Affiliated Managers Group, Inc. with full power of substitution in the
premises.

Dated:
      ------------------------------            ------------------------------
                                                Signature

                                                NOTICE: The signature to this
                                                assignment must correspond with
                                                the name as it appears upon the
                                                face of


                                       68

<Page>

                                                the within Income PRIDES
                                                Certificates in every
                                                particular, without alteration
                                                or enlargement or any change
                                                whatsoever.

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


                                       69

<Page>



                             SETTLEMENT INSTRUCTIONS

The undersigned Holder directs that a certificate for Common Stock deliverable
upon settlement on or after the Purchase Contract Settlement Date of the
Purchase Contracts underlying the number of Income PRIDES evidenced by this
Income PRIDES Certificate be registered in the name of, and delivered, together
with a check in payment for any fractional share, to the undersigned at the
address indicated below unless a different name and address have been indicated
below. If shares are to be registered in the name of a Person other than the
undersigned, the undersigned will pay any transfer tax payable incident thereto.

Dated:_________________
                                          ------------------------------------
                                          Signature
                                          Signature Guarantee:
                                                               ---------------
                                          (if assigned to another person)

If shares are to be registered
in the name of and delivered to     REGISTERED HOLDER
a Person other than the Holder,
please (i) print such Person's
name and address and (ii) provide
a guarantee of your signature:

                                    Please print name and address of Registered
                                    Holder:

----------------------------        ------------------------------------
Name                                      Name

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

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

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

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

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


                                       70

<Page>



                            ELECTION TO SETTLE EARLY

      The undersigned Holder of this Income PRIDES Certificate hereby
irrevocably exercises the option to effect Early Settlement in accordance with
the terms of the Purchase Contract Agreement with respect to the Purchase
Contracts underlying the number of Income PRIDES evidenced by this Income PRIDES
Certificate specified below. The option to effect Early Settlement may be
exercised only with respect to Purchase Contracts underlying Income PRIDES with
an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The
undersigned Holder directs that a certificate for Common Stock deliverable upon
such Early Settlement be registered in the name of, and delivered, together with
a check in payment for any fractional share and any Income PRIDES Certificate
representing any Income PRIDES evidenced hereby as to which Early Settlement of
the related Purchase Contracts is not effected, to the undersigned at the
address indicated below unless a different name and address have been indicated
below. Pledged Senior Notes deliverable upon such Early Settlement will be
transferred in accordance with the transfer instructions set forth below. If
shares are to be registered in the name of a Person other than the undersigned,
the undersigned will pay any transfer tax payable incident thereto.

Dated:__________________                        _____________________________
                                                      Signature

Signature Guarantee:_______________________________



                                       71

<Page>



      Number of Securities evidenced hereby as to which Early Settlement of the
related Purchase Contracts is being elected:

If Common Stock or Income PRIDES    REGISTERED HOLDER
Certificates are to be registered
in the name of and delivered to
and Pledged Senior Notes are to
be transferred to a Person other
than the Holder, please print
such Person's name and address:

                                    Please print name and address of Registered
                                    Holder:

----------------------------        ------------------------------------
Name                                      Name

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

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

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

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



Social Security or other
Taxpayer Identification
Number, if any                      ____________________________________

Transfer Instructions for Pledged Senior Notes Transferable Upon Early
Settlement or a Termination Event:

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

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

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


                                       72

<Page>



                      TO BE ATTACHED TO GLOBAL CERTIFICATES

                              OUTSTANDING BALANCES

The following increases or decreases in this Global Certificate have been made:

<Table>
<Caption>

                                                     Equivalent
                     Amount of       Amount of        Principal
                    decrease in     increase in    Amount of this   Signature of
                    equivalent       equivalent        Global        authorized
                     Principal       Principal       Certificate    signatory of
                   Amount of the   Amount of the   following such  Transfer Agent
                      Global           Global        decrease or    or Securities
      Date          Certificate     Certificate       increase        Custodian
---------------  ----------------  --------------  --------------  -----------------
<S>              <C>               <C>             <C>             <C>


</Table>

                                       73

<Page>



                                                                       EXHIBIT B

                 (Form of Face of Growth PRIDES Certificate)

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

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY
CERTIFICATE 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.]

No.                                                   CUSIP No. 008252 60 3
Number of Growth PRIDES

                            Growth PRIDES Certificate

      This Growth PRIDES Certificate certifies that Cede & Co. is the registered
Holder of the number of Growth PRIDES set forth above. Each Growth PRIDES
represents (i) a 1/40th, or 2.5%, undivided beneficial ownership interest in a
Treasury Security having a principal amount at maturity equal to $1,000, subject
to the Pledge of such Treasury Security by such Holder pursuant to the Pledge
Agreement, and (ii) the rights and obligations of the Holder under one Purchase
Contract with Affiliated Managers Group, Inc., a Delaware corporation (the
"Company"). All capitalized terms used herein which are defined in the Purchase
Contract Agreement have the meaning set forth therein.

      Pursuant to the Pledge Agreement, the Treasury Securities constituting
part of each Growth PRIDES evidenced hereby have been pledged to the Collateral
Agent, for the benefit of the Company, to secure the obligations of the Holder
under the Purchase Contract comprising a portion of such Growth PRIDES.

      The Pledge Agreement provides that all payments of the principal of any
Treasury Securities received by the Collateral Agent shall be paid by the
Collateral Agent by wire transfer in same day funds (i) in the case of any
principal payments with respect to any Treasury Securities that have been
released from the Pledge pursuant to the Pledge Agreement, to the Holders of the
applicable Growth PRIDES to the accounts designated by them in writing for

                                       74

<Page>

such purpose no later than 2:00 p.m., New York City time, on the Business Day
such payment is received by the Collateral Agent (provided that in the event
such payment is received by the Collateral Agent on a day that is not a
Business Day or after 12:30 p.m., New York City time, on a Business Day, then
such payment shall be made no later than 10:30 a.m., New York City time, on
the next succeeding Business Day), and (ii) in the case of the principal of
any pledged Treasury Securities, to the Company on the Purchase Contract
Settlement Date (as defined herein) in accordance with the terms of the
Pledge Agreement, in full satisfaction of the respective obligations of the
Holders of the Growth PRIDES of which such pledged Treasury Securities are a
part under the Purchase Contracts forming a part of such Growth PRIDES.

      Each Purchase Contract evidenced hereby obligates the Holder of this
Growth PRIDES Certificate to purchase, and the Company to sell, on November 17,
2004 (the "Purchase Contract Settlement Date"), at a price equal to $25 (the
"Stated Amount"), a number of newly issued shares of Common Stock, par value
$0.1 ("Common Stock"), of the Company equal to the Settlement Rate, unless on or
prior to the Purchase Contract Settlement Date there shall have occurred a
Termination Event or an Early Settlement with respect to the Growth PRIDES of
which such Purchase Contract is a part, all as provided in the Purchase Contract
Agreement and more fully described on the reverse hereof. The purchase price
(the "Purchase Price") for the shares of Common Stock purchased pursuant to each
Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the
Purchase Contract Settlement Date by application of the Proceeds from the
Treasury Securities pledged to secure the obligations under such Purchase
Contract in accordance with the terms of the Pledge Agreement.

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

      Unless the certificate of authentication hereon has been executed by the
Agent by manual signature, this Growth PRIDES Certificate shall not be entitled
to any benefit under the Pledge Agreement or the Purchase Contract Agreement or
be valid or obligatory for any purpose.




                                       75

<Page>



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



                                    AFFILIATED MANAGERS GROUP, INC.



                                    By: _________________________________
                                    Name:
                                    Title:



                                    HOLDER SPECIFIED ABOVE (as to obligations
                                    of such Holder under the Purchase Contracts
                                    evidenced hereby)

                                    By: FIRST UNION NATIONAL BANK



                                    By: _________________________________
                                    Name:
                                    Title:

                                    not individually but solely as
                                    attorney-in- fact of such Holder



                      AGENT'S CERTIFICATE OF AUTHENTICATION

      This is one of the Income PRIDES Certificates referred to in the within
mentioned Purchase Contract Agreement.



                                    By: _________________________________
                                              Authorized Signatory

                                    as Purchase Contract Agent

Dated:







                                       76

<Page>



                (Form of Reverse of Growth PRIDES Certificate)

      Each Purchase Contract evidenced hereby is governed by a Purchase Contract
Agreement, dated as of December 21, 2001 (as may be supplemented from time to
time, the "Purchase Contract Agreement"), between the Company and First Union
National Bank, a national banking association, as Purchase Contract Agent
(including its successors thereunder, herein called the "Agent"), to which the
Purchase Contract Agreement and supplemental agreements thereto reference is
hereby made for a description of the respective rights, limitations of rights,
obligations, duties and immunities thereunder of the Agent, the Company and the
Holders and of the terms upon which the Growth PRIDES Certificates are, and are
to be, executed and delivered. In the case of any inconsistency between this
Certificate and the terms of the Purchase Contract Agreement, the terms of the
Purchase Contract Agreement shall prevail.

      Each Purchase Contract evidenced hereby obligates the Holder of this
Growth PRIDES Certificate to purchase, and the Company to sell, on the Purchase
Contract Settlement Date at the Purchase Price, a number of newly issued shares
of Common Stock of the Company equal to the Settlement Rate, unless, on or prior
to the Purchase Contract Settlement Date, there shall have occurred a
Termination Event or an Early Settlement with respect to the Security of which
such Purchase Contract is a part. The "Settlement Rate" is equal to (a) if the
Applicable Market Value (as defined below) is equal to or greater than $84.0650
(the "Threshold Appreciation Price"), 0.2974 shares of Common Stock per Purchase
Contract, (b) if the Applicable Market Value is less than the Threshold
Appreciation Price but is greater than $73.10, the number of shares of Common
Stock per Purchase Contract equal to the Stated Amount divided by the Applicable
Market Value and (c) if the Applicable Market Value is less than or equal to
$73.10, 0.3420 shares of Common Stock per Purchase Contract, in each case
subject to adjustment as provided in the Purchase Contract Agreement. No
fractional shares of Common Stock will be issued upon settlement of Purchase
Contracts, as provided in the Purchase Contract Agreement.

      Each Purchase Contract evidenced hereby which is settled through Early
Settlement shall obligate the Holder of the related Growth PRIDES to purchase at
the Purchase Price, and the Company to sell, a number of newly issued shares of
Common Stock equal to the Early Settlement Rate.

      The "Applicable Market Value" means the average of the Closing Price per
share of Common Stock on each of the 20 consecutive Trading Days ending on the
third Trading Day immediately preceding the Purchase Contract Settlement Date
or, for purposes of determining cash payable in lieu of fractional shares in
connection with an Early Settlement, the third Trading Day immediately preceding
the relevant Early Settlement Date.

      The "Closing Price" of the Common Stock on any date of determination means
the closing sale price (or, if no closing sale price is reported, the last
reported sale price) of the Common Stock on The New York Stock Exchange (the
"NYSE") on such date or, if the Common Stock is not listed for trading on the
NYSE on any such date, as reported in composite transactions for the principal
United States securities exchange on which the Common Stock is so listed, or if
the Common Stock is not so listed on a United States national or regional
securities exchange, the last closing sales price on and as reported as reported
by the Nasdaq National Market or, if the Common Stock is not so reported, the
last quoted bid price for the

                                       77

<Page>

Common Stock in the over-the-counter market as reported by the National
Quotation Bureau or similar organization, or, if such bid price is not
available, the market value of the Common Stock on such date as determined by
a nationally recognized independent investment banking firm retained for this
purpose by the Company. A "Trading Day" means a day on which the Common Stock
(A) is not suspended from trading on any national or regional securities
exchange or association or over-the-counter market at the close of business
and (B) has traded at least once on the national or regional securities
exchange or association or over-the-counter market that is the primary market
for the trading of the Common Stock.

      In accordance with the terms of the Purchase Contract Agreement, the
Holder of this Growth PRIDES Certificate shall pay the Purchase Price for the
shares of Common Stock purchased pursuant to each Purchase Contract evidenced
hereby by effecting either an Early Settlement of each such Purchase Contract or
by applying a principal amount of the pledged Treasury Securities underlying
such Holder's Growth PRIDES equal to the Stated Amount to the purchase of the
Common Stock. A Holder of Growth PRIDES who does not elect, on or prior to 5:00
p.m., New York City time, on the second Business Day immediately preceding the
Purchase Contract Settlement Date, to make an Early Settlement, shall pay the
Purchase Price for the shares of Common Stock to be issued on the related
Purchase Contract by applying a principal amount of the pledged Treasury
Securities as aforesaid.

      The Company shall not be obligated to issue any shares of Common Stock in
respect of a Purchase Contract or deliver any certificates therefor to the
Holder unless it shall have received payment in full of the aggregate Purchase
Price for the shares of Common Stock to be purchased thereunder in the manner
herein set forth.

      The Growth PRIDES Certificates are issuable only in registered form and
only in denominations of a single Growth PRIDES and any integral multiple
thereof. The transfer of any Growth PRIDES Certificate will be registered and
Growth PRIDES Certificates may be exchanged as provided in the Purchase Contract
Agreement. The Growth PRIDES Registrar may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents permitted by the
Purchase Contract Agreement. No service charge shall be required for any such
registration of transfer or exchange, but the Company and the Agent may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. A Holder who elects to substitute Senior Notes
or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as
the case may be, for Treasury Securities, thereby recreating Income PRIDES,
shall be responsible for any fees or expenses payable in connection therewith.
Except as provided in the Purchase Contract Agreement, for so long as the
Purchase Contract underlying a Growth PRIDES remains in effect, such Growth
PRIDES shall not be separable into its constituent parts, and the rights and
obligations of the Holder of such Growth PRIDES in respect of the Treasury
Security and the Purchase Contract constituting such Growth PRIDES may be
transferred and exchanged only as a Growth PRIDES. A Holder of Growth PRIDES may
recreate Income PRIDES by delivering to the Collateral Agent Senior Notes or the
appropriate Applicable Ownership Interest of the Treasury Portfolio, with an
aggregate principal amount, in the case of such Senior Notes, or with the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) of the Treasury Portfolio, in the case of such
appropriate Applicable Ownership Interest of the Treasury Portfolio, equal to
the aggregate principal amount of the pledged Treasury Securities in exchange
for the release of such pledged


                                       78

<Page>

Treasury Securities in accordance with the terms of the Purchase Contract
Agreement and the Pledge Agreement. From and after such substitution, the
Security for which such pledged Senior Notes or appropriate Applicable
Ownership Interest of the Treasury Portfolio, as the case may be, secures the
Holder's obligation under the Purchase Contract shall be referred to as an
"Income PRIDES." A Holder may make such a substitution only in integral
multiples of 40 Growth PRIDES for 40 Income PRIDES; provided, however, that
if a Tax Event Redemption or a Successful Initial Remarketing has occurred
and the Treasury Portfolio has become a component of the Income PRIDES, a
Holder may make such substitution only in integral multiples of 8,000 Growth
PRIDES for 8,000 Income PRIDES. Such substitution may cause the equivalent
aggregate Stated Amount of this Certificate to be increased or decreased;
provided, however, the equivalent aggregate Stated Amount outstanding under
this Growth PRIDES Certificate shall not exceed $200,000,000. All such
adjustments to the equivalent aggregate Stated Amount of this Growth PRIDES
Certificate shall be duly recorded by placing an appropriate notation on the
Schedule attached hereto.

      A Holder of an Income PRIDES may create a Growth PRIDES by delivering to
the Collateral Agent Treasury Securities in an aggregate principal amount of the
pledged Senior Notes or the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) of the Treasury
Portfolio, as the case may be, in exchange for the release of such pledged
Senior Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio, as the case may be, in accordance with the terms of the Purchase
Contract Agreement and the Pledge Agreement. Any such creation of a Growth
PRIDES may be effected only in multiples of 40 Income PRIDES for 40 Growth
PRIDES; provided, however, if a Tax Event Redemption or a Successful Initial
Remarketing has occurred and the Treasury Portfolio has become a component of
the Income PRIDES, a Holder may make such Collateral Substitution only in
integral multiples of 8,000 Income PRIDES for 8,000 Growth PRIDES.

      The Purchase Contracts and all obligations and rights of the Company and
the Holders thereunder shall immediately and automatically terminate, without
the necessity of any notice or action by any Holder, the Agent or the Company,
if, on or prior to the Purchase Contract Settlement Date, a Termination Event
shall have occurred. Upon the occurrence of a Termination Event, the Company
shall promptly but in no event later than two Business Days thereafter give
written notice to the Agent, the Collateral Agent and to the Holders, at their
addresses as they appear in the Growth PRIDES Register. Upon and after the
occurrence of a Termination Event, the Collateral Agent shall release the
Treasury Securities from the Pledge in accordance with the provisions of the
Pledge Agreement.

      Subject to and upon compliance with the provisions of the Purchase
Contract Agreement, at the option of the Holders thereof, Purchase Contracts
underlying Securities having an aggregate Stated Amount equal to $1,000 or an
integral multiple thereof may be settled early ("Early Settlement") as provided
in the Purchase Contract Agreement. In order to exercise the right to effect
Early Settlement with respect to any Purchase Contracts evidenced by this Growth
PRIDES Certificate, the Holder of this Growth PRIDES Certificate shall deliver
this Growth PRIDES Certificate to the Agent at the Corporate Trust Office or the
New York Office duly endorsed for transfer to the Company or in blank with the
form of Election to Settle Early set forth below duly completed and accompanied
by payment in lawful money of the United States by certified or cashiers check
or wire transfer, in each case in immediately available funds


                                     79

<Page>

payable to the Company in an amount (the "Early Settlement Amount") equal to
(i) the product of (A) the Stated Amount times (B) the number of Purchase
Contracts with respect to which the Holder has elected to effect Early
Settlement plus (ii) if such delivery is made with respect to any Purchase
Contracts during the period from the close of business on any Record Date
next preceding any Payment Date to the opening of business on such Payment
Date, interest, if any, payable on such Payment Date with respect to such
Purchase Contracts. Upon Early Settlement of Purchase Contracts by a Holder
of the related Securities, the pledged Treasury Securities underlying such
Securities shall be released from the Pledge as provided in the Pledge
Agreement and the Holder shall be entitled to receive a number of shares of
Common Stock on account of each Purchase Contract forming part of a Growth
PRIDES as to which Early Settlement is effected equal to the Early Settlement
Rate. The Early Settlement Rate shall initially be equal to 0.2974 shares of
Common Stock and shall be adjusted in the same manner and at the same time as
the Settlement Rate is adjusted as provided in the Purchase Contract
Agreement.

      Upon registration of transfer of this Growth PRIDES Certificate, the
transferee shall be bound (without the necessity of any other action on the part
of such transferee, except as may be required by the Agent pursuant to the
Purchase Contract Agreement) under the terms of the Purchase Contract Agreement,
the Pledge Agreement and the Purchase Contracts evidenced hereby and the
transferor shall be released from the obligations under the Purchase Contract
Agreement, the Pledge Agreement and the Purchase Contracts evidenced by this
Growth PRIDES Certificate. The Company covenants and agrees, and the Holder, by
his acceptance hereof, likewise covenants and agrees, to be bound by the
provisions of this paragraph.

      The Holder of this Growth PRIDES Certificate, by its acceptance hereof,
authorizes the Agent to enter into and perform the related Purchase Contracts
forming part of the Growth PRIDES evidenced hereby on his behalf as its
attorney-in-fact, expressly withholds any consent to the assumption (i.e.,
affirmance) of the Purchase Contracts by the Company or its trustee in the event
that the Company becomes the subject of a case under the Bankruptcy Code, agrees
to be bound by the terms and provisions thereof, covenants and agrees to perform
its obligations under such Purchase Contracts, consents to the provisions of the
Purchase Contract Agreement, authorizes the Agent to enter into and perform the
Pledge Agreement on its behalf as its attorney-in-fact, and consents to the
Pledge of the Treasury Securities underlying this Growth PRIDES Certificate
pursuant to the Pledge Agreement and to all other provisions of the Pledge
Agreement. The Holder further covenants and agrees, that, to the extent and in
the manner provided in the Purchase Contract Agreement and the Pledge Agreement,
but subject to the terms thereof, Proceeds of the pledged Treasury Securities on
the Purchase Contract Settlement Date shall be paid by the Collateral Agent to
the Company in satisfaction of such Holder's obligations under such Purchase
Contract and such Holder shall acquire no right, title or interest in such
Proceeds.

      Subject to certain exceptions, the provisions of the Purchase Contract
Agreement may be amended with the consent of the Holders of a majority of the
Purchase Contracts then outstanding.


                                     80

<Page>

      The Purchase Contracts shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to principles of conflicts of laws.

      The Company, the Agent and its Affiliates and any agent of the Company or
the Agent may treat the Person in whose name this Growth PRIDES Certificate is
registered as the owner of the Growth PRIDES evidenced hereby for the purpose of
receiving payments on the Treasury Securities, performance of the Purchase
Contracts and for all other purposes whatsoever, whether or not any payments in
respect thereof be overdue and notwithstanding any notice to the contrary, and
neither the Company, the Agent nor any such agent shall be affected by notice to
the contrary.

      The Purchase Contracts shall not, prior to the settlement thereof, entitle
the Holder to any of the rights of a holder of shares of Common Stock. A copy of
the Purchase Contract Agreement is available for inspection at the offices of
the Agent.


                                     81

<Page>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM  -                          as tenants in common

UNIF GIFT MIN ACT -                             Custodian
                                    ------------------------------------
                                     (cust)                      (minor)

                                    Under Uniform Gifts to Minors Act

                                    ------------------------------------
                                                      (State)

TEN ENT -                           as tenants by the entireties

JT TEN -                            as joint tenants with right of
                                    survivorship and not as tenants
                                    in common

Additional abbreviations may also be used though not in the above list.

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

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
-------------------------------------------------------------------------------


-------------------------------------------------------------------------------
(Please insert Social Security or Taxpayer I.D. or other Identifying Number
of Assignee)


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


-------------------------------------------------------------------------------
(Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Growth PRIDES Certificates and all rights thereunder, hereby
irrevocably constituting and appointing

-------------------------------------------------------------------------------
attorney to transfer said Growth PRIDES Certificates on the books of
Affiliated Managers Group, Inc. with full power of substitution in the
premises.

Dated:
        -----------------------           -----------------------------------
                                          Signature

                                          NOTICE: The signature to this
                                          assignment must correspond with the
                                          name as it appears upon the face of
                                          the within Growth PRIDES Certificates
                                          in every particular, without


                                     82

<Page>

                                          alteration or enlargement or any
                                          change whatsoever.


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


                                     83
<Page>


                             SETTLEMENT INSTRUCTIONS

      The undersigned Holder directs that a certificate for Common Stock
deliverable upon settlement on or after the Purchase Contract Settlement Date
of the Purchase Contracts underlying the number of Growth PRIDES evidenced by
this Growth PRIDES Certificate be registered in the name of, and delivered,
together with a check in payment for any fractional share, to the undersigned
at the address indicated below unless a different name and address have been
indicated below. If shares are to be registered in the name of a Person other
than the undersigned, the undersigned will pay any transfer tax payable
incident thereto.

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

If shares are to be registered in
the name of and delivered                 REGISTERED HOLDER
to a Person other than the Holder,
please print such Person's name
and address:

                                          Please print name
                                          and address of
                                          Registered Holder:

----------------------------------        ----------------------------------
            Name                                         Name

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

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

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

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



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


                                      84
<Page>



                            ELECTION TO SETTLE EARLY

      The undersigned Holder of this Growth PRIDES Certificate hereby
irrevocably exercises the option to effect Early Settlement in accordance
with the terms of the Purchase Contract Agreement with respect to the
Purchase Contracts underlying the number of Growth PRIDES evidenced by this
Growth PRIDES Certificate specified below. The option to effect Early
Settlement may be exercised only with respect to Purchase Contracts
underlying Growth PRIDES with an aggregate Stated Amount equal to $1,000 or
an integral multiple thereof. The undersigned Holder directs that a
certificate for Common Stock deliverable upon such Early Settlement be
registered in the name of, and delivered, together with a check in payment
for any fractional share and any Growth PRIDES Certificate representing any
Growth PRIDES evidenced hereby as to which Early Settlement of the related
Purchase Contracts is not effected, to the undersigned at the address
indicated below unless a different name and address have been indicated
below. Pledged Treasury Securities deliverable upon such Early Settlement
will be transferred in accordance with the transfer instructions set forth
below. If shares are to be registered in the name of a Person other than the
undersigned, the undersigned will pay any transfer tax payable incident
thereto.

Dated:
       ----------------------             ---------------------------------
                                          Signature

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


                                      85
<Page>



Number of Securities evidenced hereby as to which Early Settlement of the
related Purchase Contracts is being elected:

If Common Stock or Growth                 REGISTERED HOLDER PRIDES
Certificates are to be registered in
the name of and delivered to and
Pledged Treasury Securities are
to be transferred to a Person other
than the Holder, please print such
Person's name and address:

                                         Please print name
                                         and address of
                                         Registered Holder:


----------------------------------        ----------------------------------
            Name                                       Name

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

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

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

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



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

Transfer Instructions for Pledged Treasury Securities Transferable Upon Early
Settlement or a Termination Event:

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

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

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


                                      86
<Page>



                      TO BE ATTACHED TO GLOBAL CERTIFICATES

                              OUTSTANDING BALANCES

The following increases or decreases in this Global Certificate have been made:

<Table>
<Caption>
                                                     EQUIVALENT
                     AMOUNT OF       AMOUNT OF        PRINCIPAL
                    DECREASE IN     INCREASE IN    AMOUNT OF THIS   SIGNATURE OF
                    EQUIVALENT       EQUIVALENT        GLOBAL        AUTHORIZED
                     PRINCIPAL       PRINCIPAL       CERTIFICATE    SIGNATORY OF
                   AMOUNT OF THE   AMOUNT OF THE   FOLLOWING SUCH  TRANSFER AGENT
                      GLOBAL           GLOBAL        DECREASE OR    OR SECURITIES
      DATE          CERTIFICATE     CERTIFICATE       INCREASE        CUSTODIAN
----------------   -------------   -------------   --------------  --------------
<S>                <C>             <C>             <C>             <C>



</Table>


                                      87
<Page>

                                    EXHIBIT C

                   INSTRUCTION FROM PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT

[Collateral Agent Address]

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

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

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

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

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

Please print name and address of Registered Holder electing to substitute
[Treasury Securities] [Senior Notes or the appropriate Applicable Ownership
Interest of the Treasury Portfolio, as the case may be,] for the [Pledged Notes
or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as
the case may be,] [Pledged Treasury Securities]:

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

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



<Page>



                                    EXHIBIT D

                    INSTRUCTION TO PURCHASE CONTRACT AGENT

[Purchase Contract Agent Address]

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

      The undersigned Holder hereby notifies you that it has delivered to
____________, as Collateral Agent, [$_______ aggregate principal amount of
Treasury Securities] [$_______ aggregate principal amount of Senior Notes or the
appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case
may be,] in exchange for an equal Value of [Pledged Notes or the appropriate
Applicable Ownership Interest of the Treasury Portfolio, as the case may be,]
[Pledged Treasury Securities] held by the Collateral Agent, in accordance with
Section [4.1], [4.2] of the Pledge Agreement, dated December 21, 2001 (the
"Pledge Agreement"), between you, the Company and the Collateral Agent. The
undersigned Holder has paid the Collateral Agent all applicable fees relating to
such exchange. The undersigned Holder hereby instructs you to instruct the
Collateral Agent to release to you on behalf of the undersigned Holder the
[Pledged Notes or the appropriate Applicable Ownership Interest of the Treasury
Portfolio] [Pledged Treasury Securities] related to such [Income PRIDES] [Growth
PRIDES]. Capitalized terms used herein but not defined shall have the meaning
set forth in the Pledge Agreement.

Date:____________________
                                          ------------------------------------

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

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

Dated:

Please print name and address of Registered Holder:


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

Address

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

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

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

<Page>



                                    EXHIBIT E

                        NOTICE TO SETTLE BY SEPARATE CASH

[Purchase Contract Agent Address]

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

      The undersigned Holder hereby irrevocably notifies you in accordance with
Section 5.3 of the Purchase Contract Agreement dated as of December 21, 2001
among the Company and yourselves, as Purchase Contract Agent and as Attorney-in-
Fact for the Holders of the Purchase Contracts, that such Holder has elected to
pay to the Collateral Agent, on or prior to 11:00 a.m. New York City time, on
the Business Day immediately preceding the Purchase Contract Settlement Date,
(in lawful money of the United States by [certified or cashiers check or] wire
transfer, in each case in immediately available funds), $_________ as the
Purchase Price for the shares of Common Stock issuable to such Holder by the
Company under the related Purchase Contract on the Purchase Contract Settlement
Date. The undersigned Holder hereby instructs you to notify promptly the
Collateral Agent of the undersigned Holders election to make such cash
settlement with respect to the Purchase Contracts related to such Holder's
[Income PRIDES] [Growth PRIDES].

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

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

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

Dated:

Please print name and address of Registered Holder:


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

Address

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

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

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


                                      90