Exhibit
4.1


GUARANTEE
AGREEMENT


AFFILIATED
MANAGERS GROUP, INC.


DATED AS OF
OCTOBER 17, 2007

















GUARANTEE
AGREEMENT


AFFILIATED
MANAGERS GROUP, INC.


DATED AS OF
OCTOBER 17, 2007


TABLE OF CONTENTS


	
  

  	
   

  	
  Page

  
	
  ARTICLE I

  	
   

  	
   

  
	
  DEFINITIONS AND
  INTERPRETATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1

  	
   

  	
  Definitions and Interpretation

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
   

  
	
  TRUST INDENTURE
  ACT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1

  	
   

  	
  Trust Indenture Act; Application

  	
   

  	
  4

  
	
  SECTION 2.2

  	
   

  	
  Lists of Holders of Securities

  	
   

  	
  5

  
	
  SECTION 2.3

  	
   

  	
  Reports by the Trust Securities Guarantee Trustee

  	
   

  	
  5

  
	
  SECTION 2.4

  	
   

  	
  Periodic Reports to the Trust Securities Guarantee
  Trustee

  	
   

  	
  5

  
	
  SECTION 2.5

  	
   

  	
  Evidence of Compliance with Conditions Precedent

  	
   

  	
  5

  
	
  SECTION 2.6

  	
   

  	
  Events of Default; Waiver

  	
   

  	
  6

  
	
  SECTION 2.7

  	
   

  	
  Event of Default; Notice

  	
   

  	
  6

  
	
  SECTION 2.8

  	
   

  	
  Conflicting Interests

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
   

  
	
  POWERS, DUTIES
  AND RIGHTS OF TRUST SECURITIES 

  GUARANTEE TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1

  	
   

  	
  Powers and Duties of the Trust Securities Guarantee
  Trustee

  	
   

  	
  6

  
	
  SECTION 3.2

  	
   

  	
  Certain Rights of Trust Securities Guarantee Trustee

  	
   

  	
  8

  
	
  SECTION 3.3

  	
   

  	
  Not Responsible for Recitals or Issuance of Trust
  Securities Guarantee

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
   

  
	
  TRUST SECURITIES
  GUARANTEE TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1

  	
   

  	
  Trust Securities Guarantee Trustee; Eligibility

  	
   

  	
  10

  
	
  SECTION 4.2

  	
   

  	
  Appointment, Removal and Resignation of Trust
  Securities Guarantee Trustee

  	
   

  	
  11

  
	
  SECTION 4.3

  	
   

  	
  Compensation and Reimbursement

  	
   

  	
  12

  



 












 


	
  ARTICLE V

  	
   

  	
   

  
	
  GUARANTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1

  	
   

  	
  Guarantee

  	
   

  	
  12

  
	
  SECTION 5.2

  	
   

  	
  Waiver of Notice and Demand

  	
   

  	
  12

  
	
  SECTION 5.3

  	
   

  	
  Obligations Not Affected

  	
   

  	
  13

  
	
  SECTION 5.4

  	
   

  	
  Rights of Holders

  	
   

  	
  14

  
	
  SECTION 5.5

  	
   

  	
  Guarantee of Payment

  	
   

  	
  14

  
	
  SECTION 5.6

  	
   

  	
  Subrogation

  	
   

  	
  14

  
	
  SECTION 5.7

  	
   

  	
  Independent Obligations

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
   

  
	
  LIMITATION OF
  TRANSACTIONS; SUBORDINATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1

  	
   

  	
  Limitation of Transactions

  	
   

  	
  15

  
	
  SECTION 6.2

  	
   

  	
  Ranking

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  	
   

  
	
  TERMINATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1

  	
   

  	
  Termination

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
   

  
	
  INDEMNIFICATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1

  	
   

  	
  Exculpation

  	
   

  	
  16

  
	
  SECTION 8.2

  	
   

  	
  Indemnification

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.1

  	
   

  	
  Successors and Assigns

  	
   

  	
  17

  
	
  SECTION 9.2

  	
   

  	
  Amendments

  	
   

  	
  17

  
	
  SECTION 9.3

  	
   

  	
  Notices

  	
   

  	
  17

  
	
  SECTION 9.4

  	
   

  	
  Benefit

  	
   

  	
  18

  
	
  SECTION 9.5

  	
   

  	
  Governing Law

  	
   

  	
  18

  
	
  SECTION 9.6

  	
   

  	
  Counterparts

  	
   

  	
  19

  



 



 ii
 








 


	
  Trust
  Indenture Act 

  Section

  	
   

  	
   

  	
  Guarantee

  Section

  
	
  Section 310

  	
  (a)(1)

  	
   

  	
   

  	
  4.1

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  4.1

  
	
   

  	
  (a)(3)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(4)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(5)

  	
   

  	
   

  	
  4.1

  
	
   

  	
  (b)

  	
   

  	
   

  	
  4.1; 2.8

  
	
   

  	
  (c)

  	
   

  	
   

  	
  Not Applicable

  
	
  Section 311

  	
  (a)

  	
   

  	
   

  	
  2.2(b)

  
	
   

  	
  (b)

  	
   

  	
   

  	
  2.2(b)

  
	
   

  	
  (c)

  	
   

  	
   

  	
  Not Applicable

  
	
  Section 312

  	
  (a)

  	
   

  	
   

  	
  2.2(a)

  
	
   

  	
  (b)

  	
   

  	
   

  	
  2.2(b)

  
	
   

  	
  (c)

  	
   

  	
   

  	
  2.2; 2.3

  
	
  Section 313

  	
  (a)

  	
   

  	
   

  	
  2.3

  
	
   

  	
  (b)

  	
   

  	
   

  	
  2.3

  
	
   

  	
  (c)

  	
   

  	
   

  	
  2.3

  
	
   

  	
  (d)

  	
   

  	
   

  	
  2.3

  
	
  Section 314

  	
  (a)

  	
   

  	
   

  	
  2.4

  
	
   

  	
  (b)

  	
   

  	
   

  	
  2.4

  
	
   

  	
  (c)(1)

  	
   

  	
   

  	
  2.4

  
	
   

  	
  (c)(2)

  	
   

  	
   

  	
  2.4

  
	
   

  	
  (c)(3)

  	
   

  	
   

  	
  2.4

  
	
   

  	
  (d)

  	
   

  	
   

  	
  2.4

  
	
   

  	
  (e)

  	
   

  	
   

  	
  2.4

  
	
   

  	
  (f)

  	
   

  	
   

  	
  2.4

  
	
  Section 315

  	
  (a)

  	
   

  	
   

  	
  3.1(d)

  
	
   

  	
  (b)

  	
   

  	
   

  	
  2.7

  
	
   

  	
  (c)

  	
   

  	
   

  	
  3.1(c)

  
	
   

  	
  (d)

  	
   

  	
   

  	
  3.1(d)

  
	
   

  	
  (e)

  	
   

  	
   

  	
  Not Applicable

  
	
  Section 316

  	
  (a)

  	
   

  	
   

  	
  5.4; 2.6

  
	
   

  	
  (a)(1)(A)

  	
   

  	
   

  	
  5.4

  
	
   

  	
  (a)(1)(B)

  	
   

  	
   

  	
  2.6

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (b)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (c)

  	
   

  	
   

  	
  Not Applicable

  
	
  Section 317

  	
  (a)(1)

  	
   

  	
   

  	
  3.1; 5.4(b)

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  3.1(b)

  
	
   

  	
  (b)

  	
   

  	
   

  	
  Not Applicable

  
	
  Section 318 

  	
  (a)

  	
   

  	
   

  	
  2.1(b)

  



 






*This Cross-Reference
Table shall not, for any purpose, be deemed a part of this Guarantee Agreement.



 iii















GUARANTEE
AGREEMENT


This GUARANTEE AGREEMENT (the “Trust Securities
Guarantee”), dated as of October 17, 2007, is executed and delivered by
Affiliated Managers Group, Inc., a Delaware corporation (the “Guarantor”), and
LaSalle Bank National Association, a national banking association, as trustee
(the “Trust Securities Guarantee Trustee”), for the benefit of the Holders (as
defined herein) from time to time of the Trust Preferred Securities and Trust
Common Securities (each as defined herein) of AMG Capital Trust II, a Delaware
statutory trust (the “Issuer”).


WHEREAS, pursuant to an Amended and Restated
Declaration of Trust (the “Declaration”), dated as of October 17, 2007, among
the trustees of the Issuer, the Guarantor, as Sponsor, and the Holders from
time to time of undivided beneficial interests in the assets of the Issuer, the
Issuer is issuing on the date hereof (i) 10,000,000 Convertible Trust Preferred
Securities, having an aggregate liquidation amount of $500,000,000, such
convertible trust preferred securities being designated the 5.15% Convertible
Trust Preferred Securities (the “Trust Preferred Securities”), and (ii) 200
Trust Common Securities having an aggregate liquidation amount of $10,000, such
trust common securities being designated 5.15% Trust Common Securities (the “Trust
Common Securities”) (the “Trust Preferred Securities” and the “Trust Common
Securities” are collectively referred to as the “Trust Securities”); and


WHEREAS, as incentive for the Holders to purchase the
Trust Securities, the Guarantor desires irrevocably and unconditionally to
agree, to the extent set forth in this Trust Securities Guarantee, to pay to
the Holders the Guarantee Payments (as defined below) and to make certain other
payments on the terms and conditions set forth herein.


NOW, THEREFORE, in consideration of the purchase by
each Holder of Trust Securities, which purchase the Guarantor hereby
acknowledges shall benefit the Guarantor, the Guarantor executes and delivers
this Trust Securities Guarantee for the benefit of the Holders.


ARTICLE I

DEFINITIONS AND INTERPRETATION


SECTION 1.1         Definitions
and Interpretation.  


In this Trust Securities Guarantee, unless the context
otherwise requires:


(a)           Capitalized terms used in this Trust
Securities Guarantee but not defined in the preamble above have the respective
meanings assigned to them in this Section 1.1;


(b)           Terms defined in the Declaration as at the
date of execution of this Trust Securities Guarantee have the same meaning when
used in this Trust Securities Guarantee unless otherwise defined in this Trust
Securities Guarantee;


(c)           A term defined anywhere in this Trust
Securities Guarantee has the same meaning throughout;













(d)           All references to “the Trust Securities
Guarantee” or “this Trust Securities Guarantee” are to this Guarantee Agreement
as modified, supplemented or amended from time to time;


(e)           All references in this Trust Securities
Guarantee to Articles and Sections are to Articles and Sections of this Trust
Securities Guarantee, unless otherwise specified;


(f)            A term defined in the Trust Indenture Act
has the same meaning when used in this Trust Securities Guarantee, unless
otherwise defined in this Trust Securities Guarantee or unless the context
otherwise requires; and


(g)           A reference to the singular includes the
plural and vice versa.


“Affiliate” has the same meaning as given to that term
in Rule 405 under the Securities Act of 1933, as amended, or any successor rule
thereunder.


“AMG Common Stock” means shares of Affiliated Managers
Group, Inc. common stock, par value $0.01 per share.


“Business Day” means any day other than a Saturday or
a Sunday, or a day on which banking institutions in New York, New York or
Chicago, Illinois are authorized or required by law, regulation or executive
order to remain closed.


 “Corporate
Trust Office” means the office of the Trust Securities Guarantee Trustee at
which the corporate trust business of the Trust Securities Guarantee Trustee
shall, at any particular time, be principally administered, which office at the
date of execution of this Agreement is located at LaSalle Bank National
Association, 540 West Madison Street, Suite 2500, Chicago, Illinois 60661,
Attention:  CDO Trust Services Group.


“Covered Person” means any Holder of Trust Securities.


“Debentures” means the series of subordinated debt
securities of the Guarantor designated the 5.15% Junior Subordinated
Convertible Debentures due October 15, 2037 held by the Property Trustee (as
defined in the Declaration) of the Issuer.


“Event of Default” means a default by the Guarantor on
any of its payment or other obligations under this Trust Securities Guarantee,
provided, however, that except with respect to a default in payment of any
Guarantee Payment, the Guarantor shall have received notice of default and
shall not have cured such default within 60 days after receipt of such notice.


“Extension Period” means such period or periods as the
Guarantor shall defer the payment of interest (other than contingent interest)
on the Debentures pursuant to the terms thereof and pursuant to the Indenture.


“Guarantee Payments” means the following payments or
distributions, without duplication, with respect to the Trust Securities, to
the extent not paid or made by the Issuer and to the extent that the Issuer has
funds available at that time for such payments or distributions: (i) any
accumulated and unpaid Distributions (as defined in the Declaration) that are
required to be 



 2
 









paid on the Trust
Securities, (ii) the redemption price, including the sum of the liquidation
amount of $50.00 per Trust Security, plus all accumulated and unpaid
Distributions, to the date of redemption (the “Redemption Price”), with respect
to any Trust Securities called for redemption by the Issuer and  (iii) upon a voluntary or involuntary
dissolution, winding-up or liquidation of the Issuer (other than in connection
with the distribution of the Debentures to the Holders or the redemption or
conversion of all Trust Securities), the lesser of (a) the aggregate of the
liquidation amount and all accumulated and unpaid Distributions on the Trust
Securities to the date of payment (the “Liquidation Distribution”), and (b) the
amount of assets of the Issuer remaining available for distribution to Holders
after satisfying the liabilities owed to the Issuer’s creditors as required by
applicable law.


“Holder” shall mean any holder, as registered on the
books and records of the Issuer, of any Trust Securities; provided, however,
that, in determining whether the holders of the requisite percentage of Trust
Securities have given any request, notice, consent or waiver hereunder, “Holder”
shall not include the Guarantor or any Person actually known to a Responsible
Officer of the Trust Securities Guarantee Trustee to be an Affiliate of the
Guarantor.


“Indemnified Person” means the Trust Securities
Guarantee Trustee (including in its individual capacity), any Affiliate of the
Trust Securities Guarantee Trustee, or any officers, directors, stockholders,
members, partners, employees, representatives, nominees, custodians or agents of
the Trust Securities Guarantee Trustee.


“Indenture” means the Indenture dated as of October
17, 2007, between the Guarantor (the “Debenture Issuer”) and LaSalle Bank
National Association as trustee (the “Indenture Trustee”), pursuant to which
the Debentures are to be issued to the Property Trustee of the Issuer.


“Indenture Event of Default” shall mean any event
specified in Section 5.01 of the Indenture.


“Majority in Liquidation Amount of the Trust Preferred
Securities” means, except as provided by the Declaration or by the Trust
Indenture Act, more than 50% of the aggregate liquidation amount of all Trust
Preferred Securities.


“Officers’ Certificate” means, with respect to the
Guarantor, a certificate signed by any of the chairman, a vice chairman, the chief
executive officer, the chief financial officer, the president, a vice
president, the comptroller, the treasurer or an assistant treasurer of the
Guarantor. Any Officers’ Certificate delivered with respect to compliance with
a condition or covenant provided for in this Trust Securities Guarantee shall
include:


(a)           a
statement that each officer signing the Officers’ Certificate has read the
covenant or condition and the definitions relating thereto;


(b)           a
statement that each such officer has made such examination or investigation as,
in such officer’s opinion, is necessary to enable such officer to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and



 3
 









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


“Other Debentures” means all junior subordinated
debentures issued by the Guarantor from time to time and sold to any trusts,
established or to be established by the Guarantor, (if any), in each case
similar to the Issuer.


“Other Guarantees” means all guarantees to be issued
by the Guarantor with respect to preferred securities (if any) and issued to
other trusts, established or to be established by the Guarantor (if any), in
each case similar to the Issuer.


“Person” means a legal person, including any
individual, corporation, estate, partnership, joint venture, association, joint
stock company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other entity
of whatever nature.


“Responsible Officer” means, with respect to the Trust
Securities Guarantee Trustee, any officer within the Corporate Trust Office of
the Trust Securities Guarantee Trustee with direct responsibility for the
administration of this Trust Securities Guarantee and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter
is referred because of that officer’s knowledge of and familiarity with the
particular subject.


“Successor Trust Securities Guarantee Trustee” means a
successor Trust Securities Guarantee Trustee possessing the qualifications to
act as Trust Securities Guarantee Trustee under Section 4.1.


“Trust Indenture Act” means the Trust Indenture Act of
1939, as amended.


“Trust Securities Guarantee Trustee” means LaSalle
Bank National Association, a national banking association, until a Successor
Trust Securities Guarantee Trustee has been appointed and has accepted such
appointment pursuant to the terms of this Trust Securities Guarantee and
thereafter means each such Successor Trust Securities Guarantee Trustee.


ARTICLE
II

TRUST INDENTURE ACT


SECTION 2.1         Trust
Indenture Act; Application.  


(a)           This Trust Securities Guarantee is subject
to the provisions of the Trust Indenture Act that are required to be part of
this Trust Securities Guarantee and shall, to the extent applicable, be
governed by such provisions; and


(b)           if and to the extent that any provision of
this Trust Securities Guarantee limits, qualifies or conflicts with the duties
imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such
imposed duties shall control.



 4
 









SECTION 2.2         Lists
of Holders of Securities.  


(a)           The Guarantor shall provide the Trust
Securities Guarantee Trustee (unless the Trust Securities Guarantee Trustee is
otherwise the registrar of the Trust Securities) with a list, in such form as
the Trust Securities Guarantee Trustee may reasonably require, of the names and
addresses of the Holders (“List of Holders”) as of such date, (i) within
fifteen days after December 31 and June 30 of each year, and (ii) at any other
time within 30 days of receipt by the Guarantor of a written request for a List
of Holders as of a date no more than 14 days before such List of Holders is
given to the Trust Securities Guarantee Trustee; PROVIDED, that the Guarantor
shall not be obligated to provide such List of Holders at any time the List of
Holders does not differ from the most recent List of Holders given to the Trust
Securities Guarantee Trustee by the Guarantor. The Trust Securities Guarantee
Trustee may destroy any List of Holders previously given to it on receipt of a
new List of Holders.


(b)           The Trust Securities Guarantee Trustee shall
comply with its obligations under Sections 311(a), 311(b) and Section 312(b) of
the Trust Indenture Act.


SECTION 2.3         Reports
by the Trust Securities Guarantee Trustee.


Within 60 days after January 1 of each year,
commencing January 1, 2008, the Trust Securities Guarantee Trustee shall provide
to the Holders such reports as are required by Section 313 of the Trust
Indenture Act, if any, in the form and in the manner provided by Section 313 of
the Trust Indenture Act. The Trust Securities Guarantee Trustee shall also
comply with the other requirements of Section 313 of the Trust Indenture Act.


SECTION 2.4         Periodic
Reports to the Trust Securities Guarantee Trustee.  


The Guarantor shall provide to the Trust Securities
Guarantee Trustee such documents, reports and information as required by Section
314 (if any) and the compliance certificate required by Section 314 of the
Trust Indenture Act in the form, in the manner and at the times required by
Section 314 of the Trust Indenture Act, provided that such compliance
certificate shall be delivered on or before 120 days after the end of each
fiscal year of the Guarantor. Delivery of such reports, information and
documents to the Trust Securities Guarantee Trustee is for informational
purposes only and the Trust Securities Guarantee Trustee’s receipt of such
shall not constitute constructive notice of any information contained therein
or determinable from information contained therein, including the Guarantor’s
compliance with any of its covenants hereunder (as to which the Trust
Securities Guarantee Trustee is entitled to rely exclusively on Officers’
Certificates).


SECTION 2.5         Evidence
of Compliance with Conditions Precedent. 



The Guarantor shall provide to the Trust Securities
Guarantee Trustee annually such evidence of compliance with any conditions precedent
and covenants, if any, provided for in this Trust Securities Guarantee that
relate to any of the matters set forth in Section 314(c) of the Trust Indenture
Act. Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) of the Trust Indenture Act may be given in the form of an
Officers’ Certificate.



 5
 









SECTION 2.6         Events
of Default; Waiver.  


The Holders of a Majority in Liquidation Amount of
Trust Preferred Securities may, by vote or written consent, on behalf of all
Holders, waive any past Event of Default and its consequences. Upon such
waiver, any such Event of Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Trust Securities Guarantee, but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.


SECTION 2.7         Event
of Default; Notice.


(a)           The Trust Securities Guarantee Trustee
shall, within 90 days after the occurrence of an Event of Default actually
known to a Responsible Officer of the Trust Securities Guarantee Trustee, mail
by first-class postage prepaid, to all Holders, notices of all defaults
actually known to a Responsible Officer, unless such defaults have been cured
before the giving of such notice, provided that, except in the case of default
in the payment of any Guarantee Payment, the Trust Securities Guarantee Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee, or a trust committee of directors and/or a
Responsible Officer of the Trust Securities Guarantee Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders.


(b)           The Trust Securities Guarantee Trustee shall
not be deemed to have knowledge of any Event of Default unless the Trust
Securities Guarantee Trustee shall have received written notice from the
Guarantor, or a Responsible officer charged with the administration of this
Trust Securities Guarantee shall have obtained actual knowledge, of such Event
of Default.


SECTION 2.8         Conflicting
Interests.  


The Declaration shall be deemed to be specifically
described in this Trust Securities Guarantee for the purposes of clause (i) of
the first proviso contained in Section 310(b) of the Trust Indenture Act.


ARTICLE
III

POWERS, DUTIES AND RIGHTS OF TRUST

SECURITIES GUARANTEE TRUSTEE


SECTION 3.1         Powers
and Duties of the Trust Securities Guarantee Trustee  


(a)           This Trust Securities Guarantee shall be held
by the Trust Securities Guarantee Trustee for the benefit of the Holders, and
the Trust Securities Guarantee Trustee shall not transfer this Trust Securities
Guarantee to any Person except a Holder exercising his or her rights pursuant
to Section 5.4(b) or to a Successor Trust Securities Guarantee Trustee on
acceptance by such Successor Trust Securities Guarantee Trustee of its
appointment to act as Successor Trust Securities Guarantee Trustee. The right,
title and interest of the Trust Securities Guarantee Trustee shall
automatically vest in any Successor Trust Securities Guarantee Trustee, and
such vesting and succession of title shall be effective whether or not
conveyancing documents have 



 6
 









been executed and delivered pursuant to the appointment of such
Successor Trust Securities Guarantee Trustee.


(b)           If an Event of Default actually known to a
Responsible Officer has occurred and is continuing, the Trust Securities
Guarantee Trustee shall enforce this Trust Securities Guarantee for the benefit
of the Holders.


(c)           The Trust Securities Guarantee Trustee,
before the occurrence of any Event of Default and after the curing of all
Events of Default that may have occurred, shall undertake to perform only such
duties as are specifically set forth in this Trust Securities Guarantee, and no
implied covenants or obligations shall be read into this Trust Securities
Guarantee against the Trust Securities Guarantee Trustee. In case an Event of
Default has occurred (that has not been cured or waived pursuant to Section
2.6) and is actually known to a Responsible Officer, the Trust Securities
Guarantee Trustee shall exercise such of the rights and powers vested in it by
this Trust Securities Guarantee, and use the same degree of care and skill in
its exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.


(d)           No provision of this Trust Securities
Guarantee shall be construed to relieve the Trust Securities Guarantee Trustee
from liability for its own negligent action, its own negligent failure to act,
or its own willful misconduct, except that:


(i)            prior to the occurrence of any Event of
Default and after the curing or waiving of all such Events of Default that may
have occurred:


(A)          the
duties and obligations of the Trust Securities Guarantee Trustee shall be
determined solely by the express provisions of this Trust Securities Guarantee,
and the Trust Securities Guarantee Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in
this Trust Securities Guarantee, and no implied covenants or obligations shall
be read into this Trust Securities Guarantee against the Trust Securities
Guarantee Trustee; and


(B)           in
the absence of bad faith on the part of the Trust Securities Guarantee Trustee,
the Trust Securities Guarantee Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon
any certificates or opinions furnished to the Trust Securities Guarantee
Trustee and conforming to the requirements of this Trust Securities Guarantee;
but in the case of any such certificates or opinions that by any provision
hereof are specifically required to be furnished to the Trust Securities
Guarantee Trustee, the Trust Securities Guarantee Trustee shall be under a duty
to examine the same to determine whether or not on their face they conform to
the requirements of this Trust Securities Guarantee (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated
therein).



 7
 









(ii)           the Trust Securities Guarantee Trustee shall
not be liable for any error of judgment made in good faith by a Responsible
Officer, unless it shall be proved that the Trust Securities Guarantee Trustee
was negligent in ascertaining the pertinent facts upon which such judgment was
made;


(iii)          the Trust Securities Guarantee Trustee shall
not be liable with respect to any action taken or omitted to be taken by it in
good faith in accordance with the direction of the Holders of a Majority in
Liquidation Amount of the Trust Preferred Securities at such time outstanding
relating to the time, method and place of conducting any proceeding for any
remedy available to the Trust Securities Guarantee Trustee, or exercising any
trust or power conferred upon the Trust Securities Guarantee Trustee under this
Trust Securities Guarantee; and


(iv)          no provision of this Trust Securities
Guarantee shall require the Trust Securities Guarantee Trustee to expend or
risk its own funds or otherwise incur personal financial liability in the
performance of any of its duties or in the exercise of any of its rights or
powers, if the Trust Securities Guarantee Trustee shall have reasonable grounds
for believing that the repayment of such funds or liability is not reasonably
assured to it under the terms of this Trust Securities Guarantee or indemnity,
reasonably satisfactory to the Trust Securities Guarantee Trustee, against such
risk or liability is not reasonably assured to it.


SECTION 3.2         Certain
Rights of Trust Securities Guarantee Trustee.  


(a)           Subject to the provisions of Section 3.1:


(i)            The Trust Securities Guarantee Trustee may
conclusively rely, and shall be fully 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, sent or presented by the proper party or
parties.


(ii)           Any direction or act of the Guarantor
contemplated by this Trust Securities Guarantee may be sufficiently evidenced
by an Officers’ Certificate.


(iii)          Whenever, in the administration of this Trust
Securities Guarantee, the Trust Securities Guarantee Trustee shall deem it
desirable that a matter be proved or established before taking, suffering or
omitting any action hereunder, the Trust Securities Guarantee Trustee (unless
other evidence is herein specifically prescribed) may, in the absence of bad
faith on its part, request and conclusively rely upon an Officers’ Certificate
which, upon receipt of such request, shall be promptly delivered by the
Guarantor.


(iv)          The Trust Securities Guarantee Trustee shall
have no duty to see to any recording, filing or registration of any instrument
or other document (or any rerecording, refiling or reregistration thereof).



 8
 









(v)           The Trust Securities Guarantee Trustee may
consult with counsel of its selection, and the advice or opinion of such
counsel with respect to legal matters 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 accordance with such advice or opinion. Such
counsel may be counsel to the Guarantor or any of its Affiliates and may
include any of its employees. The Trust Securities Guarantee Trustee shall have
the right at any time to seek instructions concerning the administration of
this Trust Securities Guarantee from any court of competent jurisdiction.


(vi)          The Trust Securities Guarantee Trustee shall
be under no obligation to exercise any of the rights or powers vested in it by
this Trust Securities Guarantee at the request or direction of any Holder,
unless such Holder shall have provided to the Trust Securities Guarantee
Trustee such security and indemnity, reasonably satisfactory to the Trust
Securities Guarantee Trustee, against the costs, expenses (including attorneys’
fees and expenses and the expenses of the Trust Securities Guarantee Trustee’s
agents, nominees or custodians) and liabilities that might be incurred by it in
complying with such request or direction, including such reasonable advances as
may be requested by the Trust Securities Guarantee Trustee; PROVIDED that,
nothing contained in this Section 3.2(a)(vi) shall be taken to relieve the
Trust Securities Guarantee Trustee, upon the occurrence of an Event of Default,
of its obligation to exercise the rights and powers vested in it by this Trust
Securities Guarantee.


(vii)         The Trust Securities Guarantee Trustee 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 Trust Securities Guarantee
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit.


(viii)        The Trust Securities Guarantee Trustee may
execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents, nominees, custodians or attorneys, and
the Trust Securities Guarantee Trustee shall not be responsible for any misconduct
or negligence on the part of any such Person appointed with due care by it
hereunder.


(ix)           Any action taken by the Trust Securities
Guarantee Trustee or its agents hereunder shall bind the Holders, and the
signature of the Trust Securities Guarantee Trustee or its agents alone shall
be sufficient and effective to perform any such action. No third party shall be
required to inquire as to the authority of the Trust Securities Guarantee
Trustee to so act or as to its compliance with any of the terms and provisions
of this Trust Securities Guarantee, both of which shall be conclusively
evidenced by the Trust Securities Guarantee Trustee’s or its agent’s taking
such action.


(x)            Whenever in the administration of this
Trust Securities Guarantee the Trust Securities Guarantee Trustee shall deem it
desirable to receive instructions with respect to enforcing any remedy or right
or taking any other action hereunder, the Trust Securities Guarantee Trustee
(i) may request instructions from the Holders of a Majority 



 9
 









in Liquidation Amount of the Trust Preferred Securities, (ii) may
refrain from enforcing such remedy or right or taking such other action until
such instructions are received and (iii) shall be protected in conclusively
relying on or acting in accordance with such instructions.


(xi)                                The
Trust Securities Guarantee Trustee shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith, without negligence, and
reasonably believed by it to be authorized or within the discretion or rights
or powers conferred upon it by this Trust Securities Guarantee.


(xii)          the Trust Securities Guarantee Trustee may
request that the Guarantor deliver an Officers’ Certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Trust Securities Guarantee, which Officers’
Certificate may be signed by any person authorized to sign an Officers’
Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superceded.


(b)           No provision of this Trust Securities
Guarantee shall be deemed to impose any duty or obligation on the Trust
Securities Guarantee Trustee to perform any act or acts or exercise any right,
power, duty or obligation conferred or imposed on it in any jurisdiction in
which it shall be illegal, or in which the Trust Securities Guarantee Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Trust Securities
Guarantee Trustee shall be construed to be a duty.


SECTION 3.3         Not
Responsible for Recitals or Issuance of Trust Securities Guarantee.


The recitals contained in this Trust Securities
Guarantee shall be taken as the statements of the Guarantor, and the Trust
Securities Guarantee Trustee does not assume any responsibility for their
correctness. The Trust Securities Guarantee Trustee makes no representation as
to the validity or sufficiency of this Trust Securities Guarantee.


ARTICLE
IV

TRUST SECURITIES GUARANTEE TRUSTEE


SECTION 4.1         Trust
Securities Guarantee Trustee; Eligibility. 



(a)           There shall at all times be a Trust
Securities Guarantee Trustee which shall:


(i)            not be an Affiliate of the Guarantor; and


(ii)           be a Person organized and doing business
under the laws of the United States of America or any State or Territory
thereof or of the District of Columbia, or a Person permitted by the Securities
and Exchange Commission to act as an institutional trustee under the Trust
Indenture Act, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least 50 million U.S. dollars
($50,000,000), and subject to supervision or examination by Federal, State,
Territorial or District of Columbia authority. If such Person publishes reports
of condition at least 



 10
 









annually, pursuant to law or to the requirements of the supervising or
examining authority referred to above, then, for the purposes of this Section
4.1(a)(ii), 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.


(b)           If at any time the Trust Securities
Guarantee Trustee shall cease to be eligible to so act under Section 4.1(a),
the Trust Securities Guarantee Trustee shall immediately resign in the manner
and with the effect set out in Section 4.2(c).


(c)           If the Trust Securities Guarantee Trustee
has or shall acquire any “conflicting interest” within the meaning of Section
310(b) of the Trust Indenture Act, the Trust Securities Guarantee Trustee and
Guarantor shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.


SECTION 4.2         Appointment,
Removal and Resignation of Trust Securities Guarantee Trustee.  


(a)           Subject to Section 4.2(b), the Trust
Securities Guarantee Trustee may be appointed or removed without cause at any
time by the Guarantor except during an Event of Default.


(b)           The Trust Securities Guarantee Trustee shall
not be removed in accordance with Section 4.2(a) until a Successor Trust
Securities Guarantee Trustee has been appointed and has accepted such
appointment by written instrument executed by such Successor Trust Securities
Guarantee Trustee and delivered to the Guarantor.


(c)           The Trust Securities Guarantee Trustee shall
hold office until a Successor Trust Securities Guarantee Trustee shall have
been appointed or until its removal or resignation. The Trust Securities
Guarantee Trustee may resign from office (without need for prior or subsequent
accounting) by an instrument in writing executed by the Trust Securities
Guarantee Trustee and delivered to the Guarantor, which resignation shall not take
effect until a Successor Trust Securities Guarantee Trustee has been appointed
and has accepted such appointment by instrument in writing executed by such
Successor Trust Securities Guarantee Trustee and delivered to the Guarantor and
the resigning Trust Securities Guarantee Trustee.


(d)           If no Successor Trust Securities Guarantee
Trustee shall have been appointed and accepted appointment as provided in this
Section 4.2 within 60 days after delivery to the Guarantor of an instrument of
removal or resignation, the Trust Securities Guarantee Trustee resigning or
being removed may, at the expense of the Guarantor, petition any court of
competent jurisdiction for appointment of a Successor Trust Securities
Guarantee Trustee. Such court may thereupon, after prescribing such notice, if
any, as it may deem proper, appoint a Successor Trust Securities Guarantee
Trustee.


(e)           No Trust Securities Guarantee Trustee shall
be liable for the acts or omissions to act of any Successor Trust Securities
Guarantee Trustee.


(f)            Upon termination of this Trust Securities
Guarantee or removal or resignation of the Trust Securities Guarantee Trustee
pursuant to this Section 4.2, the Guarantor shall pay to the 



 11
 









Trust Securities Guarantee Trustee all amounts due to the Trust
Securities Guarantee Trustee accrued to the date of such termination, removal
or resignation.


SECTION 4.3         Compensation
and Reimbursement.  


(a)           The Guarantor agrees:


(i)            to pay the Trust Securities Guarantee
Trustee from time to time such reasonable compensation as the Guarantor and the
Trust Securities Guarantee Trustee shall from time to time agree in writing for
all services rendered by it hereunder (which compensation will not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust); and


(ii)           except as otherwise expressly provided
herein, to reimburse the Trust Securities Guarantee Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the
Trust Securities Guarantee Trustee in accordance with any provision of this
Guarantee (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance that is attributable to its negligence, bad faith or willful
misconduct.


(b)           The provisions of this Section shall survive
the termination of this Trust Securities Guarantee and the removal or
resignation of the Trust Securities Guarantee Trustee.


ARTICLE V

GUARANTEE


SECTION 5.1         Guarantee.  


The Guarantor irrevocably and unconditionally agrees
to pay in full to the Holders the Guarantee Payments (without duplication of
amounts theretofore paid by the Issuer), as and when due, regardless of any
defense, right of set-off or counterclaim that the Issuer may have or assert.
The Guarantor’s obligation to make a Guarantee Payment may be satisfied by
direct payment of the required amounts by the Guarantor to the Holders or by
causing the Issuer to pay such amounts to the Holders. Notwithstanding the
foregoing, in the case of an Indenture Event of Default by the Debenture Issuer
(as defined in the Declaration), then the Guarantor will not pay any
Distribution, Redemption Price or Liquidation Distribution to the holders of
the Trust Common Securities until making payment (or causing the Issuer to make
payment) in full and in cash of all accumulated and unpaid Distributions to
holders of the outstanding Trust Preferred Securities for all distribution
periods terminating on or prior thereto, and in the case of payment of the Redemption
Price or a Liquidation Distribution, the full amount of the Redemption Price or
Liquidation Distribution to holders of the outstanding Trust Preferred
Securities then called for redemption or liquidation.


SECTION 5.2         Waiver
of Notice and Demand.  


The Guarantor hereby waives notice of acceptance of
this Trust Securities Guarantee and of any liability to which it applies or may
apply, presentment, demand for payment, any right to 



 12
 









require a proceeding
first against the Issuer or any other Person before proceeding against the
Guarantor, protest, notice of nonpayment, notice of dishonor, notice of
redemption and all other notices and demands.


SECTION 5.3         Obligations
Not Affected.  


The obligations, covenants, agreements and duties of
the Guarantor under this Trust Securities Guarantee shall in no way be affected
or impaired by reason of the happening from time to time of any of the
following:


(a)           the release or waiver, by operation of law
or otherwise, of the performance or observance by the Issuer of any express or
implied agreement, covenant, term or condition relating to the Trust Securities
to be performed or observed by the Issuer;


(b)           the extension of time for the payment by the
Issuer of all or any portion of the Distributions, Redemption Price,
Liquidation Distribution or any other sums payable under the terms of the Trust
Securities or the extension of time for the performance of any other obligation
under, arising out of, or in connection with, the Trust Securities (other than
an extension of time for payment of Distributions, Redemption Price,
Liquidation Distribution or other sum payable that results from the extension
of any interest payment period on the Debentures permitted by the Indenture);


(c)           any failure, omission, delay or lack of diligence
on the part of the Holders to enforce, assert or exercise any right, privilege,
power or remedy conferred on the Holders pursuant to the terms of the Trust
Securities, or any action on the part of the Issuer granting indulgence or
extension of any kind;


(d)           the voluntary or involuntary liquidation,
dissolution, sale of any collateral, receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization, arrangement,
composition or readjustment of debt of, or other similar proceedings affecting,
the Issuer or any of the assets of the Issuer;


(e)           any invalidity of, or defect or deficiency
in, the Trust Securities;


(f)            the settlement or compromise of any
obligation guaranteed hereby or hereby incurred;


(g)           any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a guarantor,
it being the intent of this Section 5.3 that the obligations of the Guarantor
with respect to the Guarantee Payments shall be absolute and unconditional under
any and all circumstances.


There shall be no obligation of the Holders to give
notice to, or obtain consent of, the Guarantor with respect to the happening of
any of the foregoing.


No setoff, counterclaim, reduction or diminution of
any obligation, or any defense of any kind or nature that the Guarantor has or
may have against any Holder (except the defense of 



 13
 









payment to such Holder)
shall be available hereunder to the Guarantor against such Holder to reduce the
payments to it under this Trust Securities Guarantee.


SECTION 5.4         Rights
of Holders.  


(a)           The Holders of at least a Majority in
Liquidation Amount of the Trust Preferred Securities have the right to direct
the time, method and place of conducting any proceeding for any remedy
available to the Trust Securities Guarantee Trustee in respect of this Trust
Securities Guarantee or to direct the exercise of any trust or power conferred
upon the Trust Securities Guarantee Trustee under this Trust Securities
Guarantee, except that the Trust Securities Guarantee Trustee may refuse to
follow any direction it believes is unjustly prejudicial to other holders not
taking part in the direction, is unlawful, or would subject the Trust
Securities Guarantee Trustee to personal liability.


(b)           Any Holder may institute a legal proceeding
directly against the Guarantor to enforce the Trust Securities Guarantee
Trustee’s rights under this Trust Securities Guarantee, without first
instituting a legal proceeding against the Issuer, the Trust Securities
Guarantee Trustee or any other person or entity. The Guarantor waives any right
or remedy to require that any action be brought first against the Issuer or any
other person or entity before proceeding directly against the Guarantor.


SECTION 5.5         Guarantee
of Payment.  


This Trust Securities Guarantee creates a guarantee of
payment and not of collection. If an event of default exists with respect to
the Debentures that is attributable to the Guarantor’s failure to pay principal
of or an interest payment on the Debentures on a payment date, then any Holder
may institute a direct action against the Guarantor pursuant to the terms of
the Indenture for enforcement of payment to that Holder of the principal of or
interest on such Debentures having a principal amount equal to the aggregate
liquidation amount of the Trust Securities of the Holder.


SECTION 5.6         Subrogation.  


The Guarantor shall be subrogated to all (if any)
rights of the Holders against the Issuer in respect of any amounts paid to such
Holders by the Guarantor under this Trust Securities Guarantee; PROVIDED,
HOWEVER, that the Guarantor shall not (except to the extent required by
mandatory provisions of law) be entitled to enforce or exercise any right that
it may acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of payment under this Trust Securities
Guarantee, if, at the time of any such payment, any amounts are due and unpaid
under this Trust Securities Guarantee. If any amount shall be paid to the
Guarantor in violation of the preceding sentence, the Guarantor agrees to hold
such amount in trust for the Holders and to pay over such amount to the
Holders.


SECTION 5.7         Independent
Obligations.  


The Guarantor acknowledges that its obligations
hereunder are independent of the obligations of the Issuer with respect to the
Trust Securities, and that the Guarantor shall be 



 14
 









liable as principal and
as debtor hereunder to make Guarantee Payments pursuant to the terms of this
Trust Securities Guarantee notwithstanding the occurrence of any event referred
to in subsections (a) through (g), inclusive, of Section 5.3 hereof.


ARTICLE
VI

LIMITATION OF TRANSACTIONS; SUBORDINATION


SECTION 6.1         Limitation
of Transactions.  


So long as any Trust Securities remain outstanding,
the Guarantor shall not, and shall not permit any of its Subsidiaries to, (i)
declare or pay any dividends or distributions on, or redeem, purchase, acquire,
or make a liquidation payment with respect to, any of the Guarantor’s capital
stock, (ii) make any payment of principal, interest or premium, if any, on or
repay, repurchase or redeem any debt securities of the Guarantor (including any
Other Debentures) that rank pari passu with
or junior in right of payment to the Debentures or (iii) make any guarantee
payments with respect to any guarantee by the Guarantor of the debt securities
of any subsidiary of the Guarantor (including Other Guarantees) if such
guarantee ranks pari passu with or junior in
right of payment to the Debentures, if at such time (i) there shall have
occurred any event that would be an Indenture Event of Default and the
Guarantor has not taken reasonable steps to cure such event, (ii) if such
Debentures are held by the Property Trustee, the Guarantor shall be in default
with respect to its payment of any obligations under this Trust Securities
Guarantee or (iii) the Guarantor shall have given notice of its election of the
exercise of its right to extend the interest payment period pursuant to Section
16.01 of the Indenture and any such extension shall be continuing.  The restrictions set forth in the preceding
sentence shall not, however, apply to the following: (a) dividends or
distributions in shares of, or options, warrants, rights to subscribe for or
purchase shares of, common stock of the Guarantor, (b) any declaration of a
dividend in connection with the implementation of a shareholders’ rights plan,
or the issuance of stock under any such plan in the future, or the redemption
or repurchase of any such rights pursuant thereto, (c) payments under the Trust
Securities Guarantee, (d) a reclassification of the Guarantor’s capital stock
or the exchange or conversion of one class or series of the Guarantor’s capital
stock for another series of the Guarantor’s capital stock, (e) the purchase of
fractional interests in shares of the Guarantor’s capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged and (f) purchases of the Guarantor’s common stock
pursuant to any of the Guarantor’s employee, director or agent benefit plans,
dividend reinvestment plans, stock purchase plans or other contractual
obligation of the Guarantor other than a contractual obligation ranking equally
with or junior to the Debentures.


SECTION 6.2         Ranking.  


(a)           This Trust Securities Guarantee will
constitute an unsecured obligation of the Guarantor and will rank (i)
subordinate and junior in right of payment to Senior Indebtedness (as defined
in the Indenture), to the same extent and in the same manner that the
Debentures are subordinated to Senior Indebtedness pursuant to the Indenture,
(ii) pari passu with the Debentures, the
Other Debentures and any Other Guarantee, and (iii) senior to the Guarantor’s
capital stock.



 15
 









(b)           If (i) an Event of Default or (ii) an event
of default under the Indenture has occurred and is continuing, the rights of
Holders of Trust Common Securities to receive Guarantee Payments under this
Trust Securities Guarantee are subordinated to the right of holders of Trust
Preferred Securities to receive Guarantee Payments hereunder.


ARTICLE
VII

TERMINATION


SECTION 7.1         Termination.  


This Trust Securities Guarantee shall terminate and be
of no further force and effect upon: (i) full payment of the Redemption Price
(including all accrued and unpaid interest and other amounts) of all
outstanding Trust Preferred Securities, (ii) the full payment of the
liquidation amount (including all accrued and unpaid interest and other
amounts) payable upon liquidation of the Issuer in accordance with the Declaration,
(iii) the distribution of the Debentures to the Holders or (iv) the
distribution of amounts deliverable by the Guarantor upon conversion of all
outstanding Trust Preferred Securities. Notwithstanding the foregoing, this
Trust Securities Guarantee will continue to be effective or will be reinstated,
as the case may be, if at any time any Holder must restore payment of any sums
paid under the Trust Securities or under this Trust Securities Guarantee.


ARTICLE
VIII

INDEMNIFICATION


SECTION 8.1         Exculpation.  


(a)           No Indemnified Person shall be liable,
responsible or accountable in damages or otherwise to the Guarantor or any
Covered Person for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such Indemnified Person in good faith in
accordance with this Trust Securities Guarantee and in a manner that such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Trust Securities Guarantee or by
law, except that an Indemnified Person shall be liable for any such loss,
damage or claim incurred by reason of such Indemnified Person’s negligence or
willful misconduct with respect to such acts or omissions.


(b)           An Indemnified Person shall be fully
protected in relying in good faith upon the records of the Guarantor and upon
such information, opinions, reports or statements presented to the Guarantor by
any Person as to matters the Indemnified Person reasonably believes are within
such other Person’s professional or expert competence and who has been selected
with reasonable care by or on behalf of the Guarantor, including information,
opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence and
amount of assets from which Distributions to Holders might properly be paid.



 16
 









SECTION 8.2         Indemnification.  


The Guarantor agrees to indemnify and defend each
Indemnified Person for, and to hold each Indemnified Person harmless against,
any and all loss, liability, damage, claim or expense incurred, including taxes
(other than taxes based upon the income of the Trust Guarantee Trustee),
without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder,
including advancement of the costs and expenses (including reasonable legal
fees and expenses) of defending itself against, or investigating, any claim or
liability in connection with the exercise or performance of any of its powers
or duties hereunder. The obligation to indemnify and provide advancement as set
forth in this Section 8.2 shall survive the termination of this Trust
Securities Guarantee and the resignation or removal of the Trust Securities
Guarantee Trustee.


ARTICLE
IX

MISCELLANEOUS


SECTION 9.1         Successors
and Assigns.  


All guarantees and agreements contained in this Trust
Securities Guarantee shall bind the successors, assigns, receivers, trustees
and representatives of the Guarantor and shall inure to the benefit of the
Holders then outstanding.


SECTION 9.2         Amendments.  


Except with respect to any changes that do not
materially adversely affect the rights of Holders (in which case no consent of
Holders will be required), this Trust Securities Guarantee may only be amended
with the prior approval of the Holders of a Majority in Liquidation Amount of
the Trust Preferred Securities. The provisions of the Declaration with respect
to consents to amendments thereof (whether at a meeting or otherwise) shall
apply to the giving of such approval.


SECTION 9.3         Notices.  


All notices provided for in this Trust Securities
Guarantee shall be in writing, duly signed by the party giving such notice, and
shall be delivered, faxed or mailed by first class mail, as follows:


(a)           If given to the Issuer at the Issuer’s
mailing address set forth below (or such other address as the Issuer may give
notice of to the Holders and the Trust Securities Guarantee Trustee):


AMG Capital Trust II

c/o LaSalle Bank National Association

540 West Madison Street, Suite 2500

Chicago, Illinois 60661

Attention: CDO Trust Services Group – AMG Capital Trust II

Fax: 312-904-0524



 17
 









(b)           If given to the Trust Securities Guarantee
Trustee, at the Trust Securities Guarantee Trustee’s mailing address set forth
below (or such other address as the Trust Securities Guarantee Trustee may give
notice of to the Holders and the Issuer):


LaSalle Bank National Association

540 West Madison Street, Suite 2500

Chicago, Illinois 60661

Attention: CDO Trust Services Group – AMG Capital Trust II

Fax: 312-904-0524


(c)           If given to the Guarantor, at the Guarantor’s
mailing address set forth below (or such other address as the Guarantor may
give notice of to the Holders and the Trust Securities Guarantee Trustee):


Affiliated Managers Group, Inc.

600 Hale Street

Prides Crossing, Massachusetts 01965

Attention:  Chief Financial Officer

Fax:  617-747-3380


(d)           If given to any Holder, at the address set
forth on the books and records of the Issuer.


All such notices shall be deemed to have been given
when received in person, faxed with receipt confirmed, or mailed by first-class
mail, postage prepaid except that if a notice or other document is refused
delivery or cannot be delivered because of a changed address of which no notice
was given, such notice or other document shall be deemed to have been delivered
on the date of such refusal or inability to deliver.


SECTION 9.4         Benefit.  


This Trust Securities Guarantee is solely for the
benefit of the Holders and, subject to Section 3.1(a), is not separately
transferable from the Trust Securities.


SECTION 9.5         Governing
Law.  


THIS TRUST SECURITIES GUARANTEE SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.



 18
 









SECTION 9.6         Counterparts.


This Trust Securities Guarantee may contain more than
one counterpart of the signature page and this Trust Securities Guarantee may
be executed by affixing the signature of the Guarantor and the Trust Securities
Guarantee Trustee to one of such counterpart signature pages.  All of such counterpart signature pages,
whether by manual or facsimile signature, shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.


[SIGNATURE PAGE
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THIS GUARANTEE AGREEMENT
is executed as of the day and year first above written.


	
  

  	
  AFFILIATED MANAGERS GROUP, INC.,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Kingston, III

  	
   

  
	
   

  	
   

  	
  Name: John Kingston, III

  
	
   

  	
   

  	
  Title: Executive Vice President, General

  
	
   

  	
   

  	
   

  	
  Counsel and Secretary

  
					



 


 


Guarantee
Agreement












 


	
  

  	
  LASALLE BANK NATIONAL 

  
	
   

  	
   

  	
  ASSOCIATION,

  
	
   

  	
   

  	
  as Trust Securities Guarantee Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Greg Myers

  	
   

  
	
   

  	
   

  	
  Name:Greg Myers

  
	
   

  	
   

  	
  Title: VP

  
	
   

  	
   

  	
   

  
	
   

  
	
  Guarantee Agreement