Exhibit
4.3


EXECUTION COPY






AFFILIATED
MANAGERS GROUP, INC.

(a Delaware corporation)






INDENTURE


Dated as of
October 17, 2007






LASALLE BANK
NATIONAL ASSOCIATION,

as Debenture Trustee






JUNIOR SUBORDINATED CONVERTIBLE DEBENTURES


















TABLE OF
CONTENTS


	
  

  	
   

  	
  Page

  
	
  ARTICLE I

  	
   

  
	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
  SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01.

  	
  Forms Generally

  	
  12

  
	
  SECTION 2.02.

  	
  Execution and Authentication

  	
  12

  
	
  SECTION 2.03.

  	
  Form and Payment

  	
  13

  
	
  SECTION 2.04.

  	
  Global Security

  	
  13

  
	
  SECTION 2.05.

  	
  Interest

  	
  14

  
	
  SECTION 2.06.

  	
  Transfer and Exchange

  	
  15

  
	
  SECTION 2.07.

  	
  Replacement Securities

  	
  18

  
	
  SECTION 2.08.

  	
  Temporary Securities

  	
  19

  
	
  SECTION 2.09.

  	
  Cancellation

  	
  19

  
	
  SECTION 2.10.

  	
  Defaulted Interest

  	
  20

  
	
  SECTION 2.11.

  	
  CUSIP Numbers

  	
  20

  
	
  SECTION 2.12.

  	
  Tax Treatment

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
  PARTICULAR
  COVENANTS OF THE CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01.

  	
  Payment of Principal and Interest

  	
  21

  
	
  SECTION 3.02.

  	
  Offices for Notices and Payments, Etc.

  	
  22

  
	
  SECTION 3.03.

  	
  Appointments to Fill Vacancies in Debenture
  Trustee’s Office

  	
  22

  
	
  SECTION 3.04.

  	
  Provision as to Paying Agent

  	
  22

  
	
  SECTION 3.05.

  	
  Certificate to Debenture Trustee

  	
  23

  
	
  SECTION 3.06.

  	
  Compliance with Consolidation Provisions

  	
  23

  
	
  SECTION 3.07.

  	
  Limitation on Dividends

  	
  23

  
	
  SECTION 3.08.

  	
  Covenants as to AMG Capital Trust II

  	
  24

  
	
  SECTION 3.09.

  	
  Payment of Expenses

  	
  24

  
	
  SECTION 3.10.

  	
  Payment Upon Resignation or Removal

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
  SECURITYHOLDERS’
  LISTS AND REPORTS BY THE

  	
   

  
	
  CORPORATION AND
  THE DEBENTURE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01.

  	
  Securityholders’ Lists

  	
  26

  
	
  SECTION 4.02.

  	
  Preservation and Disclosure of Lists

  	
  26

  
	
  SECTION 4.03.

  	
  Reports by the Corporation

  	
  27

  
	
  SECTION 4.04.

  	
  Reports by the Debenture Trustee

  	
  28

  



 



 i
 









 


	
  ARTICLE V

  	
   

  
	
  REMEDIES OF THE
  DEBENTURE TRUSTEE AND

  	
   

  
	
  SECURITYHOLDERS
  ON EVENT OF DEFAULT

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01.

  	
  Events of Default

  	
  28

  
	
  SECTION 5.02.

  	
  Payment of Securities on Default; Suit Therefor

  	
  30

  
	
  SECTION 5.03.

  	
  Application of Moneys Collected by Debenture Trustee

  	
  32

  
	
  SECTION 5.04.

  	
  Proceedings by Securityholders

  	
  32

  
	
  SECTION 5.05.

  	
  Proceedings by Debenture Trustee

  	
  33

  
	
  SECTION 5.06.

  	
  Remedies Cumulative and Continuing

  	
  33

  
	
  SECTION 5.07.

  	
  Direction of Proceedings and Waiver of Defaults by
  Majority of Securityholders

  	
  34

  
	
  SECTION 5.08.

  	
  Notice of Defaults

  	
  35

  
	
  SECTION 5.09.

  	
  Undertaking to Pay Costs

  	
  35

  
	
  SECTION 5.10.

  	
  Acknowledgment of Rights

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
  CONCERNING THE
  DEBENTURE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01.

  	
  Duties and Responsibilities of Debenture Trustee

  	
  36

  
	
  SECTION 6.02.

  	
  Reliance on Documents, Opinions, Etc.

  	
  37

  
	
  SECTION 6.03.

  	
  No Responsibility for Recitals, Etc.

  	
  39

  
	
  SECTION 6.04.

  	
  Debenture Trustee, Authenticating Agent, Paying
  Agents, Transfer Agents or Registrar May Own Securities

  	
  39

  
	
  SECTION 6.05.

  	
  Moneys to Be Held in Trust

  	
  39

  
	
  SECTION 6.06.

  	
  Compensation and Expenses of Debenture Trustee

  	
  39

  
	
  SECTION 6.07.

  	
  Officers’ Certificate as Evidence

  	
  40

  
	
  SECTION 6.08.

  	
  Conflicting Interest of Debenture Trustee

  	
  40

  
	
  SECTION 6.09.

  	
  Eligibility of Debenture Trustee

  	
  41

  
	
  SECTION 6.10.

  	
  Resignation or Removal of Debenture Trustee

  	
  41

  
	
  SECTION 6.11.

  	
  Acceptance by Successor Debenture Trustee

  	
  42

  
	
  SECTION 6.12.

  	
  Succession by Merger, Etc.

  	
  43

  
	
  SECTION 6.13.

  	
  Limitation on Rights of Debenture Trustee as a
  Creditor

  	
  43

  
	
  SECTION 6.14.

  	
  Co-trustees and Separate Trustees

  	
  44

  
	
  SECTION 6.15.

  	
  Authenticating Agents

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
  CONCERNING THE
  SECURITYHOLDERS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01.

  	
  Action by Securityholders

  	
  46

  
	
  SECTION 7.02.

  	
  Proof of Execution by Securityholders

  	
  46

  
	
  SECTION 7.03.

  	
  Who Are Deemed Absolute Owners

  	
  47

  
	
  SECTION 7.04.

  	
  Securities Owned by Corporation Deemed Not
  Outstanding

  	
  47

  
	
  SECTION 7.05.

  	
  Revocation of Consents; Future Holders Bound

  	
  47

  



 



 ii
 









 


	
  ARTICLE VIII

  	
   

  
	
  SECURITYHOLDERS’
  MEETINGS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01.

  	
  Purposes of Meetings

  	
  48

  
	
  SECTION 8.02.

  	
  Call of Meetings by Debenture Trustee

  	
  48

  
	
  SECTION 8.03.

  	
  Call of Meetings by Corporation or Securityholders

  	
  48

  
	
  SECTION 8.04.

  	
  Qualifications for Voting

  	
  49

  
	
  SECTION 8.05.

  	
  Regulations

  	
  49

  
	
  SECTION 8.06.

  	
  Voting

  	
  49

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
  AMENDMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01.

  	
  Without Consent of Securityholders

  	
  50

  
	
  SECTION 9.02.

  	
  With Consent of Securityholders

  	
  51

  
	
  SECTION 9.03.

  	
  Compliance with Trust Indenture Act; Effect of
  Supplemental Indentures

  	
  52

  
	
  SECTION 9.04.

  	
  Notation on Securities

  	
  53

  
	
  SECTION 9.05.

  	
  Evidence of Compliance of Supplemental Indenture to
  Be Furnished to Debenture Trustee

  	
  53

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
  CONSOLIDATION,
  MERGER, SALE, CONVEYANCE AND LEASE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01.

  	
  Corporation May Consolidate, Etc., on Certain Terms

  	
  53

  
	
  SECTION 10.02.

  	
  Successor Corporation to Be Substituted for Corporation

  	
  54

  
	
  SECTION 10.03.

  	
  Opinion of Counsel to Be Given to Debenture Trustee

  	
  54

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
  SATISFACTION AND
  DISCHARGE OF INDENTURE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.01.

  	
  Discharge of Indenture

  	
  54

  
	
  SECTION 11.02.

  	
  Deposited Moneys and U.S. Government Obligations to Be
  Held in Trust by Debenture Trustee

  	
  55

  
	
  SECTION 11.03.

  	
  Paying Agent to Repay Moneys Held

  	
  55

  
	
  SECTION 11.04.

  	
  Return of Unclaimed Moneys

  	
  56

  
	
  SECTION 11.05.

  	
  Defeasance Upon Deposit of Moneys or U.S. Government
  Obligations

  	
  56

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  
	
  IMMUNITY OF INCORPORATORS,
  STOCKHOLDERS,

  	
   

  
	
  OFFICERS AND
  DIRECTORS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 12.01.

  	
  Indenture and Securities Solely Corporate
  Obligations

  	
  57

  



 



 iii
 









 


	
  ARTICLE XIII

  	
   

  
	
  PURCHASE AT THE
  OPTION OF HOLDER UPON CHANGE IN CONTROL

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 13.01.

  	
  Repurchase Right

  	
  58

  
	
  SECTION 13.02.

  	
  Notices, Method of Exercised Repurchase Right

  	
  58

  
	
  SECTION 13.03.

  	
  Repurchase Date; Exercise of Right

  	
  59

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  	
   

  
	
  REDEMPTION OF
  SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 14.01.

  	
  Special Event Redemption

  	
  60

  
	
  SECTION 14.02.

  	
  Optional Redemption by Corporation

  	
  60

  
	
  SECTION 14.03.

  	
  No Sinking Fund

  	
  61

  
	
  SECTION 14.04.

  	
  Notice of Redemption; Selection of Securities

  	
  61

  
	
  SECTION 14.05.

  	
  Payment of Securities Called for Redemption

  	
  62

  
	
  SECTION 14.06.

  	
  Conversion Arrangement on Call for Redemption

  	
  62

  
	
   

  	
   

  	
   

  
	
  ARTICLE XV

  	
   

  
	
  SUBORDINATION OF
  SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 15.01.

  	
  Agreement to Subordinate

  	
  63

  
	
  SECTION 15.02.

  	
  Default on Senior Indebtedness

  	
  63

  
	
  SECTION 15.03.

  	
  Liquidation; Dissolution; Bankruptcy

  	
  64

  
	
  SECTION 15.04.

  	
  Subrogation

  	
  65

  
	
  SECTION 15.05.

  	
  Debenture Trustee to Effectuate Subordination

  	
  66

  
	
  SECTION 15.06.

  	
  Notice by the Corporation

  	
  66

  
	
  SECTION 15.07.

  	
  Rights of the Debenture Trustee; Holders of Senior
  Indebtedness

  	
  67

  
	
  SECTION 15.08.

  	
  Subordination May Not Be Impaired

  	
  68

  
	
   

  	
   

  	
   

  
	
  ARTICLE XVI

  	
   

  
	
  EXTENSION OF
  INTEREST PAYMENT PERIOD

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 16.01.

  	
  Extension of Interest Payment Period

  	
  68

  
	
  SECTION 16.02.

  	
  Notice of Extension

  	
  69

  
	
   

  	
   

  	
   

  
	
  ARTICLE XVII

  	
   

  
	
  CONVERSION OF
  SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 17.01.

  	
  Conversion Rights

  	
  70

  
	
  SECTION 17.02.

  	
  Conversion Procedures

  	
  72

  
	
  SECTION 17.03.

  	
  Conversion Rate Adjustments

  	
  75

  
	
  SECTION 17.04.

  	
  Conversion Rate Adjustments Upon Change in Control

  	
  81

  
	
  SECTION 17.05.

  	
  Share Exchange, Consolidation, Merger or Sale of
  Assets

  	
  83

  
	
  SECTION 17.06.

  	
  Notice of Adjustments of Conversion Rate

  	
  85

  
	
  SECTION 17.07.

  	
  Prior Notice of Certain Events

  	
  85

  
	
  SECTION 17.08.

  	
  Debenture Trustee Not Responsible for Determining
  Conversion Rate or Adjustments

  	
  85

  



 



 iv
 









 


	
  ARTICLE XVIII

  	
   

  
	
  CONTINGENT
  INTEREST

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 18.01.

  	
  Contingent Interest

  	
  86

  
	
  SECTION 18.02.

  	
  Payment of Contingent Interest; Contingent Interest
  Rights Preserved

  	
  86

  
	
  SECTION 18.03.

  	
  Bid Solicitation Agent

  	
  87

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIX

  	
   

  
	
  MISCELLANEOUS
  PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 19.01.

  	
  Successors

  	
  87

  
	
  SECTION 19.02.

  	
  Official Acts by Successor Corporation

  	
  87

  
	
  SECTION 19.03.

  	
  Surrender of Corporation Powers

  	
  87

  
	
  SECTION 19.04.

  	
  Addresses for Notices, Etc.

  	
  87

  
	
  SECTION 19.05.

  	
  Governing Law

  	
  88

  
	
  SECTION 19.06.

  	
  Evidence of Compliance with Conditions Precedent

  	
  88

  
	
  SECTION 19.07.

  	
  Business Days

  	
  89

  
	
  SECTION 19.08.

  	
  Trust Indenture Act to Control

  	
  89

  
	
  SECTION 19.09.

  	
  Intention of the Parties

  	
  89

  
	
  SECTION 19.10.

  	
  Table of Contents, Headings, Etc.

  	
  89

  
	
  SECTION 19.11.

  	
  Execution in Counterparts

  	
  89

  
	
  SECTION 19.12.

  	
  Separability

  	
  89

  
	
  SECTION 19.13.

  	
  Assignment

  	
  89

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A – Form of Junior Subordinated Convertible
  Debenture

  	
   

  



 



 v
 









CROSS-REFERENCE
TABLE


	
  Trust
  Indenture Act

  Section

  	
   

  	
  Indenture

  Section

  
	
  Section 310

  	
  (a)(1)

  	
   

  	
   

  	
  6.09

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  6.09

  
	
   

  	
  (a)(3)

  	
   

  	
   

  	
  6.14

  
	
   

  	
  (a)(4)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(5)

  	
   

  	
   

  	
  6.09; 6.11

  
	
   

  	
  (b)

  	
   

  	
   

  	
  6.08; 6.10; 6.11

  
	
   

  	
  (c)

  	
   

  	
   

  	
  Not Applicable

  
	
  Section 311

  	
  (a)

  	
   

  	
   

  	
  6.13

  
	
   

  	
  (b)

  	
   

  	
   

  	
  6.13

  
	
   

  	
  (c)

  	
   

  	
   

  	
  Not Applicable

  
	
  Section 312

  	
  (a)

  	
   

  	
   

  	
  4.01

  
	
   

  	
  (b)

  	
   

  	
   

  	
  4.02

  
	
   

  	
  (c)

  	
   

  	
   

  	
  4.02

  
	
  Section 313

  	
  (a)

  	
   

  	
   

  	
  4.04(a)

  
	
   

  	
  (b)

  	
   

  	
   

  	
  4.04(a)

  
	
   

  	
  (c)

  	
   

  	
   

  	
  4.04(a); 19.04

  
	
   

  	
  (d)

  	
   

  	
   

  	
  4.04(b)

  
	
  Section 314

  	
  (a)

  	
   

  	
   

  	
  4.03

  
	
   

  	
  (b)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (c)(1)

  	
   

  	
   

  	
  6.02; 9.05; 11.05

  
	
   

  	
  (c)(2)

  	
   

  	
   

  	
  6.02; 9.05; 11.05

  
	
   

  	
  (c)(3)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (d)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (e)

  	
   

  	
   

  	
  19.06

  
	
   

  	
  (f)

  	
   

  	
   

  	
  Not Applicable

  
	
  Section 315

  	
  (a)

  	
   

  	
   

  	
  6.01

  
	
   

  	
  (b)

  	
   

  	
   

  	
  5.08

  
	
   

  	
  (c)

  	
   

  	
   

  	
  6.01

  
	
   

  	
  (d)

  	
   

  	
   

  	
  6.01

  
	
   

  	
  (e)

  	
   

  	
   

  	
  5.09

  
	
  Section 316

  	
  (a)

  	
   

  	
   

  	
  7.04

  
	
   

  	
  (a)(1)(A)

  	
   

  	
   

  	
  5.07

  
	
   

  	
  (a)(1)(B)

  	
   

  	
   

  	
  5.07

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
  (b)

  	
   

  	
   

  	
  5.04; 4.02

  
	
   

  	
  (c)

  	
   

  	
   

  	
  7.01

  
	
  Section 317

  	
  (a)(1)

  	
   

  	
   

  	
  5.01; 5.05

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  5.01; 5.02

  
	
   

  	
  (b)

  	
   

  	
   

  	
  6.05

  
	
  Section

  	
  318 (a)

  	
   

  	
   

  	
  19.08

  



 






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



 vi















THIS INDENTURE, dated as of October 17, 2007, between
Affiliated Managers Group, Inc., a Delaware corporation (hereinafter sometimes
called the “Corporation”), and LaSalle Bank National Association, a national
banking association, as debenture trustee (hereinafter sometimes called the “Debenture
Trustee”),


W I T N E
S S E T H


In consideration of the premises, and the purchase of
the Securities (as defined herein) by the holders thereof, the Corporation
covenants and agrees with the Debenture Trustee for the equal and proportionate
benefit of the respective holders from time to time of the Securities, as
follows:


ARTICLE I

DEFINITIONS


SECTION 1.01.                                                                 Definitions.


The terms defined in this Section 1.01 (except as
herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture shall have the respective meanings specified
in this Section 1.01. All other terms used in this Indenture which are defined
in the Trust Indenture Act (as defined herein), or which are by reference
therein defined in the Securities Act (as defined herein), shall (except as
herein otherwise expressly provided or unless the context otherwise requires)
have the meanings assigned to such terms in said Trust Indenture Act and in
said Securities Act as in force at the date of this Indenture as originally
executed. The following terms have the meanings given to them in the
Declaration: (i) Clearing Agency; (ii) Delaware Trustee; (iii) Property
Trustee; (iv) Administrator; (v) Institutional Administrator; (vi) Preferred
Securities; (vii) Direct Action; (viii) Trust; and (ix) Distributions. All
accounting terms used herein and not expressly defined shall have the meanings
assigned to such terms in accordance with generally accepted accounting
principles, and the term “generally accepted accounting principles” means such
accounting principles as are generally accepted in the U.S. at the time of any
computation. The words “herein,” “hereof” and “hereunder” and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision. The singular includes the plural and
vice versa.


“Additional Sums” shall have the meaning set forth in
Section 2.05(c).


“Affiliate” shall have the meaning given to that term in
Rule 405 under the Securities Act or any successor rule thereunder.


“AMG Capital Trust II” or the “Trust” shall mean AMG
Capital Trust II, a Delaware statutory trust created for the purpose of issuing
its undivided beneficial interests in connection with the issuance of
Securities under this Indenture.


“Associate” shall have the meaning ascribed to such
term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act,
as in effect on the date hereof.


“Authenticating Agent” shall mean any agent or agents
of the Debenture Trustee which at the time shall be appointed and acting
pursuant to Section 6.15.













“Average Closing Price” means (1) with respect to
distributions of rights, warrants or options, the average of the Closing Prices
per share of Common Stock for the five (5) consecutive Trading Days ending
on the date immediately preceding the first public announcement of the
distribution and (2) with respect to other distributions, the average of
the Closing Prices per share of Common Stock for the five (5) consecutive
Trading Days ending on the date immediately preceding the Time of
Determination.


“Bankruptcy Law” shall mean Title 11, U.S. Code, or
any similar federal or state law for the relief of debtors.


“Bid Solicitation Agent” shall have the meaning set
forth in Section 18.03.


“Board of Directors” shall mean either the board of
directors of the Corporation or any duly authorized committee of that board.


“Board Resolution” shall mean a copy of a resolution
certified by the secretary or an assistant secretary of the Corporation 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 Debenture Trustee.


“Business Day” shall mean 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 close.


“Capital Stock” of any corporation means any and all
shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests in (however designated) stock or other equity
issued by that corporation.


“Cash Percentage” shall have the meaning set forth in
Section 17.01(c).


“Cash Percentage Notice” shall have the meaning set
forth in Section 17.01(c).


“Change in Control” shall have the meaning set forth
in Section 17.04.


“Closing Price” with respect to any securities on any
date means the closing price per share (or, if no closing price is reported,
the average of the bid and ask prices or, if more than one in either case, the
average of the average bid and average ask prices) on such date as reported in
the composite transactions for the principal United States securities exchange
on which such security is traded or, if the security is not listed on a United
States national or regional securities exchange, as reported by the National
Quotation Bureau Incorporated, or if not so available, in such manner as
furnished by any New York Stock Exchange member firm selected from time to time
by the Board of Directors for that purpose, or a price determined in good faith
by the Board of Directors or, to the extent permitted by applicable law, a duly
authorized committee thereof, whose determination shall be conclusive.


“Code” means the Internal Revenue Code of 1986, as
amended from time to time, or any successor legislation.



 2
 









“Commission” shall mean the United States Securities
and Exchange Commission, as from time to time constituted, created under the
Exchange Act, or if at any time after the execution of this Indenture such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.


“Common Securities” shall mean undivided beneficial
interests in the assets of the Trust which are designated as “Common Securities”
and rank pari passu with Preferred Securities
issued by the Trust, subject to the terms of the Declaration.


“Common Stock” shall mean the common stock, par value
$0.01 per share, of the Corporation or any other class of stock resulting from
changes or reclassifications of such Common Stock consisting solely of changes
in par value, or from par value to no par value, or from no par value to par
value.


“Compounded Interest” shall have the meaning set forth
in Section 16.01.


“Contingent Interest” means such interest payable in
accordance with the provisions of Article XVIII hereof.


“Contingent Interest Payment Date” shall have the
meaning set forth in Section 18.02.


“Contingent Interest Record Date” shall have the
meaning set forth in Section 18.02.


“Conversion Obligation” shall have the meaning set
forth in 17.02(c)


“Conversion Date” shall have the meaning set forth in
Section 17.02(a).


“Conversion Price” shall mean the quotient obtained by
dividing $50.00 by the Conversion Rate and rounding the result to four decimal
places.


“Conversion Rate” shall have the meaning set forth in
Section 17.01.


“Conversion Reference Period” means (a) for
Securities that are converted during the period beginning on the 30th day prior
to the Maturity Date, the ten consecutive Trading Days beginning on the third
Trading Day following the Maturity Date and (b) in all other instances,
the ten consecutive Trading Days beginning on the third Trading Day following
the Conversion Date.


“Conversion Request” means (a) the irrevocable request
to be given by a Securityholder to the Conversion Agent directing the
Conversion Agent to convert the Securities into shares of Common Stock and (b)
the irrevocable request to be given by a holder of Preferred Securities to the
Conversion Agent directing the Conversion Agent to exchange such stock on
behalf of such holder.


“Conversion Value” means the product of (1) the
Conversion Rate then in effect multiplied by (2) the average of the Volume
Weighted Average Price per share of Common Stock on each of the Trading Days
during the Conversion Reference Period.



 3
 









“Corporation” shall mean Affiliated Managers Group,
Inc., a Delaware corporation, and, subject to the provisions of Article X,
shall include its successors and assigns.


“Corporation Request” or “Corporation Order” shall
mean a written request or order signed in the name of the Corporation by the
Chairman of the Board of Directors, the Chief Executive Officer, the Chief
Financial Officer, a President, a Vice President, the Comptroller or the
Secretary of the Corporation, and delivered to the Debenture Trustee.


“Coupon Rate” shall have the meaning set forth in
Section 2.05.


“CPDI Regulations” shall mean the United States
Treasury Regulations governing contingent payment debt instruments, including
Treasury Regulation section 1.1275-4.


 “Current Market
Price” shall mean the average of the daily Closing Prices per share of Common
Stock for the ten consecutive Trading Days ending not later than the earlier of
the date immediately prior to the date in question and the day before the “ex”
date with respect to the issuance, distribution, subdivision or combination
requiring such computation. If another issuance, distribution, subdivision or
combination to which Section 17.03 applies occurs during the period applicable
for calculating “Current Market Price” pursuant to the preceding definition,
then “Current Market Price” shall be appropriately adjusted to reflect the
impact of such issuance, distribution, subdivision or combination on the
Closing Price of the Common Stock during such period. For purposes of this
paragraph, the term “ex” date, when used:


(A)                              with
respect to any issuance or distribution, means the first date on which the
Common Stock trades regular way on the relevant exchange or in the relevant
market from which the Closing Price was obtained without the right to receive
such issuance or distribution;


(B)                                with
respect to any subdivision or combination of shares of Common Stock, means the
first date on which the Common Stock trades regular way on such exchange or in
such market after the time at which such subdivision or combination becomes
effective; and


(C)                                with
respect to any tender or exchange offer, means the first date on which the
Common Stock trades regular way on such exchange or in such market after the
Expiration Time of such offer.


Notwithstanding the foregoing, whenever successive
adjustments to the Conversion Rate are called for pursuant to Section 17.03 such
adjustments shall be made to the Current Market Price as may be necessary or
appropriate to effectuate the intent of Section 17.03 and to avoid unjust or
inequitable results as determined in good faith by the Board of Directors.


“Daily Share Amounts” means, for
each Trading Day of the Conversion Reference Period and each $50.00 principal amount of Securities surrendered
for conversion, a number of shares (but in no event less than zero) determined by the following formula:


(Volume
Weighted Average Price per                                                                 Conversion Rate in effect


Share
of Common Stock for such Trading Day              x        on
the Conversion Date*)          - $50.00



 4
 









Volume
Weighted Average Price per share of Common Stock

                                                                                                                                                                                                    for such Trading Day x 10


*appropriately adjusted to take
into account the occurrence on or before such Trading Day of any event which would require an anti-dilution adjustment


“Debenture Trustee” shall mean the Person identified
as “Debenture Trustee” in the first paragraph hereof, and, subject to the
provisions of Article VI, shall also include its successors and assigns as
Debenture Trustee hereunder.


“Declaration” means the Amended and Restated
Declaration of Trust of the Trust, dated as of October 17, 2007, as amended
from time to time.


“Default” means any event, act or condition that with
notice or lapse of time, or both, would constitute an Event of Default.


“Defaulted Interest” shall have the meaning set forth
in Section 2.10.


“Defeasance Agent” shall have the meaning set forth in
Section 11.05.


“Deferred Interest” shall have the meaning set forth
in Section 16.01.


“Definitive Securities” shall mean those Securities
issued in fully registered certificated form not otherwise in global form.


“Depositary” shall mean, with respect to the
Securities, for which the Corporation shall determine that such Securities will
be issued as a Global Security, The Depository Trust Corporation, New York, New
York, another clearing agency, or any successor registered as a clearing agency
under the Exchange Act or other applicable statute or regulation, which, in
each case, shall be designated by the Corporation pursuant to Section 2.04(d).


“Discharged” shall have the meaning set forth in
Section 11.05.


“Dissolution Event” means the liquidation of the Trust
pursuant to the Declaration, and the distribution of the Securities held by the
Property Trustee to the holders of the Trust Securities issued by the Trust pro
rata in accordance with the Declaration.


“Effective Date” shall have the meaning set forth in
Section 17.04.


“Event of Default” shall mean any event specified in
Section 5.01, continued for the period of time, if any, and after the giving of
the notice, if any, therein designated.


“Ex-Dividend Date” shall have the meaning set forth in
Section 17.03(c)(ii).


“Ex-Dividend Time” shall have the meaning set forth in
the definition of “Time of Determination”.


“Exchange Act” shall mean the Securities Exchange Act
of 1934, as amended from time to time, or any successor legislation.



 5
 









“Exchange Agent” shall have the meaning set forth in
the Declaration.


“Expiration Time” shall have the meaning set forth in
Section 17.03(e).


“Extended Interest Payment Period” shall have the
meaning set forth in Section 16.01.


“Global Security” means, with respect to the
Securities, a Security executed by the Corporation and delivered by the
Debenture Trustee to the Depositary or pursuant to the Depositary’s
instruction, all in accordance with the Indenture, which shall be registered in
the name of the Depositary or its nominee.


“Indebtedness” shall mean, with respect to any Person,
whether recourse is to all or a portion of the assets of the Person and whether
or not contingent, (i) every obligation of the Person for money borrowed; (ii)
every obligation of the Person evidenced by bonds, debentures, notes or other
similar instruments, including obligations incurred in connection with the
acquisition of property, assets or businesses; (iii) every reimbursement
obligation of the Person with respect to letters of credit, banker’s
acceptances or similar facilities issued for the account of the Person; (iv)
every obligation of the Person issued or assumed as the deferred purchase price
of property or services (but excluding trade accounts payable or accrued
liabilities arising in the ordinary course of business); (v) every capital
lease obligation of the Person; (vi) all obligations of the Person whether
incurred on or prior to the date of the Indenture or thereafter incurred, for
claims in respect of derivative products, including interest rate, foreign
exchange rate and commodity forward contracts, options and swaps and similar
arrangements; and (vii) every obligation of the type referred to in clauses (i)
through (vi) of another Person and all dividends of another Person the payment
of which, in either case, the first Person has guaranteed or is responsible or
liable for, directly or indirectly, as obligor or otherwise, including such
obligations secured by a lien on any property or asset of the first Person,
whether or not such obligation is assumed by such Person.


“Indebtedness Ranking on a Parity with the Securities”
shall mean Indebtedness, whether outstanding on the date of execution of this
Indenture or hereafter created, assumed or incurred, to the extent such
Indebtedness is expressed by its terms to rank equally with and not prior or
senior to the Securities in the right of payment upon the happening of the
dissolution or winding-up or liquidation or reorganization of the Corporation.


“Indebtedness Ranking Junior to the Securities” shall
mean any Indebtedness, whether outstanding on the date of execution of this
Indenture or hereafter created, assumed or incurred, to the extent such
Indebtedness is expressed by its terms to rank junior to and not equally with
or prior to the Securities (and any other Indebtedness Ranking on a Parity with
the Securities) in right of payment upon the happening of the dissolution or
winding-up or liquidation or reorganization of the Corporation.


“Indenture” shall mean this instrument as originally
executed or, if amended as herein provided, as so amended.


“Interest,” unless otherwise stated in any applicable
provision of this Indenture or the Securities, shall mean, without duplication,
all interest payable hereunder on the principal at the Coupon Rate plus
Compounded Interest, Liquidated Damages, Additional Sums and Contingent 



 6
 









Interest, if any, that
may be payable on the Securities pursuant to the terms of the Indenture, and
other amounts payable hereunder with respect to any overdue installment of
principal or Interest.


“Interest Payment Date” shall have the meaning set
forth in Section 2.05(a).


“Investment Company Act” means the Investment Company
Act of 1940 and any statute successor thereto, in such case as amended from
time to time.


“Investment Company Event” means the receipt by the
Corporation and the Trust of an opinion of independent securities counsel
experienced in such matters to the effect that, as a result of (a) any
amendment to, or change (including any announced prospective change) in, any
laws (or any regulations thereunder) of the United States or any rules,
guidelines or policies of any applicable regulatory agency or authority or (b)
any official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after the date of original
issuance of the Preferred Securities, that the Trust is, or within 90 days of
the date of such opinion will be, considered an “investment company” that is
required to be registered under the Investment Company Act.


“Like Amount” means (i) with respect to a redemption
of the Trust Securities, Trust Securities having a liquidation amount equal to
the principal amount of Securities to be paid in accordance with their terms
and (ii) with respect to a distribution of Securities upon the liquidation of
the Trust, Securities having a principal amount equal to the liquidation amount
of the Trust Securities of the holder to whom Securities are distributed.


“Liquidated Damages” shall mean Liquidated Damages
Amount as defined in the Registration Rights Agreement, dated as of October 17,
2007, among the Corporation, the Initial Purchasers (as identified in Schedule
A to the Purchase Agreement) as initial purchasers; provided,
however, that Liquidated Damages shall be due and payable only at
the times, in the amounts and to the Persons as provided in the Registration
Rights Agreement.


“Make Whole Shares” shall have the meaning set forth
in Section 17.04(a).


“Market Disruption Event’’ means the occurrence or
existence for more than one half hour period in the aggregate on any scheduled
Trading Day for Common Stock of any suspension or limitation imposed on trading
(by reason of movements in price exceeding limits permitted by the New York
Stock Exchange or otherwise) in Common Stock or in any options, contracts or
future contracts relating to Common Stock, and such suspension or limitation
occurs or exists at any time before 1:00 p.m. (New York City time) on such day.


“Maturity Date” shall mean October 15, 2037.


“Mortgage” shall mean and include any mortgage,
pledge, lien, security interest, conditional sale or other title retention
agreement or other similar encumbrance.


“Non-Book-Entry Preferred Securities” shall have the
meaning set forth in Section 2.04(a)(ii).



 7
 









“Officers” shall mean any of the Chairman of the Board
of Directors, the Chief Executive Officer, a President, a Vice President, the
Chief Financial Officer, the Comptroller or a Secretary of the Corporation.


“Officers’ Certificate” shall mean a certificate
signed by two Officers and delivered to the Debenture Trustee.


“Opinion of Counsel” shall mean a written opinion of
counsel, who may be an employee of the Corporation, and who shall be reasonably
acceptable to the Debenture Trustee.


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


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


The term “outstanding” when used with reference to the
Securities, shall mean, subject to the provisions of Section 7.04, as of any
particular time, all Securities authenticated and delivered by the Debenture
Trustee or the Authenticating Agent under this Indenture, except


(a)                                  Securities
theretofore cancelled by the Debenture Trustee or the Authenticating Agent or
delivered to the Debenture Trustee for cancellation;


(b)                                 Securities,
or portions thereof, for the payment or redemption of which moneys in the
necessary amount shall have been deposited in trust with the Debenture Trustee
or with any paying agent (other than the Corporation) or shall have been set
aside and segregated in trust by the Corporation (if the Corporation shall act
as its own paying agent); provided that, if such Securities, or portions
thereof, are to be redeemed prior to maturity thereof, notice of such
redemption shall have been given as set forth in Article XIV or provision
satisfactory to the Debenture Trustee shall have been made for giving such
notice; and


(c)                                  Securities
in lieu of or in substitution for which other Securities shall have been
authenticated and delivered pursuant to the terms of Section 2.07 unless proof
satisfactory to the Corporation and the Debenture Trustee is presented that any
such Securities are held by bona fide holders in due course.


“Person” or “persons” shall mean any individual,
corporation, estate, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated organization, or
government or any agency or political subdivision thereof or any other entity
of whatever nature.


“Post-Distribution Price” shall have the meaning set
forth in Section 17.03(c)(ii).


“Predecessor Security” of any particular Security
means every previous Security evidencing all or a portion of the same debt and
as that evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 2.07 



 8
 









in lieu of a lost,
destroyed or stolen security shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.


“Preferred Securities” shall mean undivided beneficial
interests in the assets of the Trust which are designated as “Preferred
Securities” and rank pari passu with
the Common Securities issued by the Trust, subject to the terms of the
Declaration.


“Principal Office of the Debenture Trustee,” or other
similar term, shall mean the office of the Debenture Trustee, at which at any
particular time its corporate trust business shall be administered, which
office at the date of execution of this Indenture is located at 540 West
Madison Street, Suite 2500, Chicago, Illinois 
60661, Attn: CDO Trust Services Group - AMG Capital Trust II.


“Property Trustee” shall have the same meaning as set
forth in the Declaration.


“Purchase Agreement” shall mean the Purchase
Agreement, dated October 11, 2007, among the Corporation, the Trust and the
initial purchasers named therein.


“Purchased Shares” shall have the meaning set forth in
Section 17.03(e).


“Quarterly Period” shall have the meaning set forth in
Section 18.01.


“Redemption Date” or “redemption date” or “date fixed
for redemption,” when used with respect to any Security to be redeemed, means
the date fixed for such redemption pursuant to this Indenture.


“Redemption Price” shall mean an amount equal to 100%
of the principal amount of Securities to be redeemed plus accrued and unpaid
Interest (including Contingent Interest, if any) thereon to the date of such
redemption.


“Remaining Shares” shall have the meaning set forth in
Section 17 .01(c).


“Repurchase Date” has the meaning set forth in Section
13.01.


“Repurchase Notice” shall have the meaning set forth
in Section 13.03.


“Repurchase Right” shall have the meaning specified in
Section 13.01.


“Required Cash Amount” shall have the meaning set
forth in Section 17.01(c).


“Responsible Officer” shall mean any officer in the
Principal Office of the Debenture Trustee with direct responsibility for the
administration of the Indenture and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.


“Restricted Securities” shall have the meaning set
forth in Section 2.06(b).


“Securities” or “Security” mean any debt securities or
debt security, as the case may be, authenticated and delivered under this
Indenture.



 9
 









“Securities Act” shall mean the Securities Act of
1933, as amended from time to time, or any successor legislation.


“Securityholder”, “holder of Securities”, “Holder” or
other similar terms shall mean any Person in whose name at the time a
particular Security is registered on the Security Register kept by the
Corporation or the Debenture Trustee for that purpose in accordance with the
terms hereof.


“Security Market Price” shall have the meaning set
forth in Section 18.01.


“Security Register” shall mean (i) prior to a
Dissolution Event, the list of holders provided to the Debenture Trustee
pursuant to Section 4.01, and (ii) following a Dissolution Event, any security
register maintained by a security registrar for the Securities appointed by the
Corporation following the execution of a supplemental indenture providing for
transfer procedures as provided for in Section 2.06(a).


“Senior Indebtedness” shall mean the principal of (and
premium, if any), interest, if any, on and all other obligations with respect
to all Indebtedness, whether outstanding on the date of execution of this
Indenture or hereafter created, assumed or incurred, except Indebtedness Ranking
on a Parity with the Securities or Indebtedness Ranking Junior to the
Securities, and any deferrals, renewals, refinancings, replacements or
extensions of such Senior Indebtedness.


“Special Event” means either an Investment Company
Event or a Tax Event.


“Stock Price” shall have the meaning set forth in
Section 17.04(a).


“Subsidiary” shall mean with respect to any Person,
(i) any corporation at least a majority of the outstanding voting stock of
which is owned, directly or indirectly, by such Person or by one or more of its
Subsidiaries, or by such Person and one or more of its Subsidiaries, (ii) any
general partnership, joint venture or similar entity, at least a majority of
whose outstanding partnership or similar interests shall at the time be owned
by such Person, or by one or more of its Subsidiaries, or by such Person and
one or more of its Subsidiaries and (iii) any limited partnership of which such
Person or any of its Subsidiaries is a general partner. For the purposes of
this definition, “voting stock” means shares, interests, participations or
other equivalents in the equity interest (however designated) in such Person
having ordinary voting power for the election of a majority of the directors
(or the equivalent) of such Person, other than shares, interests,
participations or other equivalents having such power only by reason of the
occurrence of a contingency.


“Tax Event” shall mean the receipt by the Corporation
and the Trust of an opinion of independent tax counsel experienced in such
matters to the effect that, as a result of (a) any amendment to, change in or
announced prospective change in, the laws or any regulations thereunder of the
United States or any political subdivision or taxing authority thereof or
therein, or (b) any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or which pronouncement or decision is announced on or after the date
of original issuance of the Preferred Securities, there is more than an
insubstantial risk that (i) the Trust is, or will be within 90 days of the date
of such opinion, subject to United States federal income tax with respect to
interest received or accrued 



 10
 









on the Securities, (ii)
interest payable by the Corporation on the Securities is not, or within 90 days
of the date of such opinion will not be, deductible by the Corporation, in
whole or in part, for United States federal income tax purposes or (iii) the
Trust is, or will be within 90 days of the date of such opinion, subject to
more than a de minimis amount of other taxes, duties
or other governmental charges.


“Tax Original Issue Discount” means the amount of
ordinary interest income on a Security that must be accrued as original issue
discount for United States federal income tax purposes pursuant to Treasury
Regulation section 1.1275-4.


“Tender Expiration Time” shall have the meaning set
forth in Section 17.03(e).


“Time of Determination” means the time and date of the
earlier of (i) the determination of stockholders entitled to receive rights,
warrants or options, dividends or a distribution, in each case, to which
Sections 17.03(b), (c) or (e) applies and (ii) the time (“Ex-Dividend Time”)
immediately prior to the commencement of “ex-dividend” trading for such rights,
warrants or options or distribution on the national or regional exchange or
market on which the Common Stock is then listed or quoted.


“Trading Day” means any day on which (i) there is no
Market Disruption Event and (ii) the New York Stock Exchange is open for
trading, or, if the Common Stock is not listed on the New York Stock Exchange,
any day which the principal national securities exchange on which the Common
Stock is listed is open for trading, or if the Common Stock is not so listed on
a national securities exchange, any Business Day. A “Trading Day” only includes
those days that have a scheduled closing time of 4:00 p.m. (New York City time)
or the then standard closing time for regular trading on the relevant exchange
or trading system.


“Treasury Regulations” means the income tax
regulations, including temporary and proposed regulations, promulgated under
the Code by the United States Treasury, as such regulations may be amended from
time to time (including corresponding provisions of succeeding regulations).


 “Trust
Indenture Act” shall mean the Trust Indenture Act of 1939 as in force at the
date of execution of this Indenture, except as provided in Section 9.03; provided, however, that, in the event the Trust Indenture
Act is amended after such date, “Trust Indenture Act” shall mean, to the extent
required by any such amendment, the Trust Indenture Act as so amended.


“Trust Securities” shall mean the Preferred Securities
and the Common Securities, collectively.


“Trust Securities Guarantee” shall mean any guarantee
that the Corporation may enter into with LaSalle Bank National Association or
other Persons that operates directly or indirectly for the benefit of holders
of Preferred Securities and the Common Securities, if any.


“U.S. Government Obligations” shall mean securities
that are (i) direct obligations of the United States of America for the payment
of which its full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed as
a full faith 



 11
 









and credit obligation by
the United States of America, which, in either case under clauses (i) or (ii)
are not callable or redeemable at the option of the issuer thereof, and shall
also include a depository receipt issued by a bank or trust company as
custodian with respect to any such U.S. Government Obligation or a specific
payment of interest on or principal of any such U.S. Government Obligation held
by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of interest on or principal of
the U.S. Government Obligation evidenced by such depository receipt.


“Volume Weighted Average Price” means the price per
share of the Common Stock on any Trading Day as displayed on Bloomberg (or any
successor service) page _  AMG
<equity> VAP in respect of the period from 9:30 a.m. to 4:00 p.m. (New
York City time), on such Trading Day; or, if such price is not available, the
market value per share of the Common Stock on such day as determined by a
nationally recognized independent investment banking firm retained for this
purpose by the Corporation.


ARTICLE
II

SECURITIES


SECTION 2.01.                                                                 Forms
Generally.


The Securities and the Debenture Trustee’s certificate
of authentication shall be substantially in the form of Exhibit A, the terms of
which are incorporated in and made a part of this Indenture. The Securities may
have notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Corporation is subject or usage. Each Security shall be
dated the date of its authentication. The Securities shall be issued in
denominations of $50.00 and integral multiples thereof.


SECTION 2.02.                                                                 Execution
and Authentication.


One Officer shall sign the Securities for the
Corporation by manual or facsimile signature. If an Officer whose signature is
on a Security no longer holds that office at the time the Security is
authenticated, the Security shall nevertheless be valid.


A Security shall not be valid until authenticated by
the manual signature of the Debenture Trustee. The signature of the Debenture
Trustee shall be conclusive evidence that the Security has been authenticated
under this Indenture. The form of Debenture Trustee’s certificate of
authentication to be borne by the Securities shall be substantially as set
forth in Exhibit A hereto.


The Debenture Trustee shall, upon a Corporation Order,
authenticate for original issue up to, and the aggregate principal amount of
Securities outstanding at any time may not exceed, $500,010,000 aggregate
principal amount of the Securities.



 12
 









SECTION 2.03.                                                                 Form
and Payment.


Except as provided in Section 2.04, the Securities
shall be issued in fully registered certificated form without interest coupons.
Principal of and Interest on the Securities issued in certificated form will be
payable, the transfer of such Securities will be registrable and such
Securities will be exchangeable for Securities bearing identical terms and provisions
at the office or agency of the Corporation maintained for such purpose under
Section 3.02; provided, however, that payment
of Interest with respect to Securities (other than a Global Security) may be
made at the option of the Corporation (i) by check mailed to the holder at such
address as shall appear in the Security Register or (ii) by transfer to an
account maintained by the Person entitled thereto, provided that proper
transfer instructions have been received in writing by the relevant record date.
Notwithstanding the foregoing, so long as the holder of any Securities is the
Property Trustee, the payment of the principal of and Interest on such
Securities held by the Property Trustee will be made at such place and to such
account as may be designated by the Property Trustee.


SECTION 2.04.                                                                 Global
Security.


(a)                                  In
connection with a Dissolution Event,


(i)                                     if
any Preferred Securities are held in book-entry form, a Like Amount of
Definitive Securities shall be presented to the Debenture Trustee (if an arrangement
with the Depositary has been maintained) by the Property Trustee in exchange
for one or more Global Securities (as may be required pursuant to Section
2.06), to be registered in the name of the Depositary, or its nominee, and
delivered by the Debenture Trustee to the Depositary for crediting to the
accounts of its participants pursuant to the instructions of the
Administrators; the Corporation upon any such presentation shall execute one or
more Global Securities in such aggregate principal amount and deliver the same
to the Debenture Trustee for authentication and delivery in accordance with
this Indenture; and payments on the Securities issued as a Global Security will
be made to the Depositary; and


(ii)                                  if
any Preferred Securities are held in certificated form, the related Definitive
Securities may be presented to the Debenture Trustee by the Property Trustee
and any Preferred Security certificate which represents Preferred Securities
other than Preferred Securities in book-entry form (“Non-Book-Entry Preferred
Securities”) will be deemed to represent beneficial interests in Securities
presented to the Debenture Trustee by the Property Trustee having an aggregate
principal amount equal to the aggregate liquidation amount of the
Non-Book-Entry Preferred Securities until such Preferred Security certificates
are presented to the security registrar for the Securities for transfer or
reissuance, at which time such Preferred Security certificates will be
cancelled and a Security, registered in the name of the holder of the Preferred
Security certificate or the transferee of the holder of such Preferred Security
certificate, as the case may be, with an aggregate principal amount equal to
the aggregate liquidation amount of the Preferred Security certificate
cancelled, will be executed by the Corporation and delivered to the Debenture
Trustee for authentication and delivery in accordance with this Indenture. Upon
the issuance of such Securities, Securities with an equivalent aggregate
principal



 13
 









amount that
were presented by the Property Trustee to the Debenture Trustee will be
cancelled.


(b)                                 The
Global Securities shall represent the aggregate amount of outstanding
Securities from time to time endorsed thereon; provided, that the aggregate
amount of outstanding Securities represented thereby may from time to time be
reduced or increased, as appropriate, to reflect exchanges, conversions and
redemptions. Any endorsement of a Global Security to reflect the amount of any
increase or decrease in the amount of outstanding Securities represented
thereby shall be made by the Debenture Trustee, in accordance with instructions
given by the Corporation as required by this Section 2.04.


(c)                                  The
Global Securities may be transferred, in whole but not in part, only to the Depositary,
another nominee of the Depositary, or to a successor Depositary selected or
approved by the Corporation or to a nominee of such successor Depositary.


(d)                                 If
at any time the Depositary notifies the Corporation that it is unwilling or
unable to continue as Depositary or the Depositary has ceased to be a clearing
agency registered under the Exchange Act, and a successor Depositary is not
appointed by the Corporation within 90 days after the Corporation receives such
notice or becomes aware of such condition, as the case may be, the Corporation
will execute, and the Debenture Trustee, upon receipt of a Corporation Order,
will authenticate and make available for delivery the Definitive Securities, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security, in exchange for such Global Security,
which shall bear the legends set forth in Section 2.06 hereof and Exhibit A. If
there is an Event of Default, the Depositary shall have the right to exchange
the Global Securities for Definitive Securities. In addition, the Corporation
may at any time determine that the Securities shall no longer be represented by
a Global Security. In the event of such an Event of Default or such a
determination, the Corporation shall execute, and subject to Section 2.07, the
Debenture Trustee, upon receipt of an Officers’ Certificate evidencing such
determination by the Corporation and a Corporation Order, will authenticate and
make available for delivery the Definitive Securities, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security in exchange for such Global Security. Upon the
exchange of the Global Security for such Definitive Securities, in authorized denominations,
the Global Security shall be cancelled by the Debenture Trustee. Such
Definitive Securities issued in exchange for the Global Security shall be
registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Debenture Trustee. The Debenture Trustee shall
deliver such Definitive Securities to the Depositary for delivery to the
Persons in whose names such Definitive Securities are so registered.


SECTION 2.05.                                                                 Interest.


(a)                                  Each
Security will bear interest at the rate of 5.15% per annum (the “Coupon Rate”)
from the most recent date to which interest has been paid or duly provided for
or, if no interest has been paid or duly provided for, from October 17, 2007,
until the principal thereof becomes due and payable, and at the Coupon Rate on
any overdue principal and on any overdue installment of Interest (to the extent
that payment of such interest is enforceable under applicable law), compounded
quarterly, payable (subject to the provisions of Article XVI) quarterly in 



 14
 









arrears on January 15, April 15, July 15 and October 15 of each year
(each, an “Interest Payment Date”) commencing on January 15, 2008, to the
Person in whose name such Security or any Predecessor Security is registered,
as of 5:00 p.m., New York City time on the regular record date for such
interest installment, which shall be the first day of the month, whether or not
a Business Day, in which the relevant Interest Payment Date occurs.


(b)                                 Interest
will be computed on the basis of a 360-day year consisting of twelve 30-day
months. In the event that any Interest Payment Date falls on a day that is not
a Business Day, then payment of Interest payable on such date will be made on
the next succeeding day which is a Business Day (and without any Interest or
other payment in respect of any such delay), except that if such next
succeeding Business Day falls in the next succeeding calendar year, then such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date.


(c)                                  If
at any time the Trust is required to pay any taxes, duties, assessments or
governmental charges of whatever nature, other than withholding taxes, imposed
by the United States, or any other taxing authority, then the Corporation will
be required to pay additional amounts on the Securities. The additional amounts
will be sufficient so that the net amounts received and retained by the Trust
after paying any such taxes, duties, assessments or other governmental charges
will be not less than the amounts the Trust would have received had no such
taxes, duties, assessments or other governmental charges been imposed. The
intention of this clause is that the Trust will be in the same position it
would have been if it did not have to pay such taxes, duties, assessments or
other charges. The amounts payable pursuant to this paragraph are referred to
as “Additional Sums.”


(d)                                 Contingent
Interest, if any, shall be calculated and paid in accordance with the
provisions of Article XVIII hereof.


SECTION 2.06.                                                                 Transfer
and Exchange.


(a)                                  To
permit registrations of transfers, the Corporation shall execute and the
Debenture Trustee shall authenticate Definitive Securities and Global
Securities at the request of the security registrar for the Securities. All
Definitive Securities and Global Securities issued upon any registration of
transfer or exchange of Definitive Securities or Global Securities shall be the
valid obligations of the Corporation, evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Definitive Securities or Global
Securities surrendered upon such registration of transfer or exchange.


No service charge shall be made to a holder for any
registration of transfer or exchange, but the Corporation may require payment
of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith.


The Corporation shall not be required to (i) issue,
register the transfer of or exchange Securities during a period beginning at
the opening of business 15 days before the day of mailing of a notice of
redemption or any notice of selection of Securities for redemption under
Article XIV hereof and ending at the close of business on the day of such
mailing; or (ii) register the 



 15
 









transfer of or exchange
of any Securities selected for redemption in whole or in part except, in the
case of any Securities being redeemed in part, any portion thereof not to be redeemed.


Prior to due presentment for the registration of a
transfer of any Security, the Debenture Trustee, the Corporation and any agent
of the Debenture Trustee or the Corporation may deem and treat the Person in
whose name any Security is registered as the absolute owner of such Security
for the purpose of receiving payment of principal of and Interest on such
Securities, and none of the Debenture Trustee, the Corporation and any agents
of the Debenture Trustee or the Corporation shall be affected by notice to the
contrary.


(b)                                 Every
Security that bears or is required under this Section 2.06(b) to bear the
legend set forth in this Section 2.06(b) (together with any Common Stock issued
upon conversion of the Securities and required to bear the legend set forth in
Section 2.06(c), collectively, the “Restricted Securities”) or Section 2.06(c),
as the case may be, shall be subject to the restrictions on transfer set forth
in this Section 2.06(b) or Section 2.06(c), as the case may be, (including
those set forth in the legends set forth below) unless such restrictions on
transfer shall be waived by written consent of the Corporation, and the Holder
of each such Restricted Security, by such Holder’s acceptance thereof, agrees
to be bound by all such restrictions on transfer. As used in Sections 2.06(b)
and 2.06(c), the term “transfer” encompasses any sale, pledge, transfer or
other disposition whatsoever of any Restricted Security.


Until the expiration of the holding period applicable
to sales thereof under Rule 144(k) under the Securities Act (or any successor
provision) and provided that the holder has not been an Affiliate of the
Corporation at any time during the three-month period preceding such date, any
certificate evidencing such Security and all Securities issued in exchange
therefor or substitution thereof (other than Common Stock, if any, issued upon
conversion thereof, which shall bear the legend set forth in Section 2.06(c),
if applicable) shall bear a legend in substantially the following form, unless
such Security has been sold pursuant to a registration statement that has been
declared effective under the Securities Act (and which continues to be
effective at the time of such transfer), or unless otherwise agreed by the
Corporation in writing, with written notice thereof to the Trustee:


THIS SECURITY AND THE SHARES OF AFFILIATED MANAGERS
GROUP, INC. COMMON STOCK ISSUABLE UPON CONVERSION HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF UNDERLYING
AFFILIATED MANAGERS GROUP, INC. COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION.


THE HOLDER OF THIS
SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
SUCH SECURITY, PRIOR TO THE DATE (THE ‘‘RESALE RESTRICTION TERMINATION DATE’’)
WHEN THE HOLDER OF THIS SECURITY, OTHER THAN A HOLDER WHO IS AN AFFILIATE OF
AFFILIATED 



 16
 









MANAGERS GROUP,
INC., IS ABLE TO SELL THIS SECURITY IMMEDIATELY WITHOUT RESTRICTION OR BEING
SUBJECT TO ANY CONDITIONS PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR ANY
SUCCESSOR RULE THERETO ONLY (A) TO AFFILIATED MANAGERS GROUP, INC. OR ANY
SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A ‘‘QUALIFIED
INSTITUTIONAL BUYER’’ AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
AFFILIATED MANAGERS GROUP, INC.’S, AND THE TRANSFER AGENT’S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN
THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND
DELIVERED BY THE TRANSFEROR TO THE TRANSFER AGENT. THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF THE HOLDER UPON THE EARLIER OF THE TRANSFER OF THE
SECURITIES EVIDENCED HEREBY PURSUANT TO CLAUSE (C) ABOVE AND THE RESALE
RESTRICTION TERMINATION DATE. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE
HEREOF, AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY
EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (C)
ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


(c)                                  Until
the expiration of the holding period applicable to sales thereof under Rule
144(k) under the Securities Act (or any successor provision), any stock
certificate representing Common Stock issued upon conversion of such Security
shall bear a legend in substantially the following form, unless such Common
Stock has been sold pursuant to a registration statement that has been declared
effective under the Securities Act (and which continues to be effective at the
time of such transfer) or such Common Stock has been issued upon conversion of
Securities that have been transferred pursuant to a registration statement that
has been declared effective under the Securities Act, or unless otherwise
agreed by the Corporation in writing with written notice thereof to the
transfer agent:


THIS SECURITY HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES
ACT’’), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.



 17
 









THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF,
AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE
(THE ‘‘RESALE RESTRICTION TERMINATION DATE’’) WHEN THE HOLDER OF THIS SECURITY
OTHER THAN A HOLDER WHO IS AN AFFILIATE OF AFFILIATED MANAGERS GROUP, INC., IS
ABLE TO SELL THIS SECURITY IMMEDIATELY WITHOUT RESTRICTION OR BEING SUBJECT TO
ANY CONDITIONS PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR
RULE THERETO ONLY (A) TO AFFILIATED MANAGERS GROUP, INC. OR ANY SUBSIDIARY
THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A ‘‘QUALIFIED INSTITUTIONAL
BUYER’’ AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO AFFILIATED MANAGERS
GROUP, INC.’S, AND THE DEBENTURE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE DEBENTURE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER UPON THE EARLIER OF THE TRANSFER OF THE SECURITIES
EVIDENCED HEREBY PURSUANT TO CLAUSE (C) ABOVE AND THE RESALE RESTRICTION
TERMINATION DATE. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES
THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS
TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (C) ABOVE) A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


(d)                                 The
Debenture Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among Depositary
participants or beneficial owners of interests in any Global Security) other
than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly
required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof. The
Debenture Trustee shall have no responsibility for the actions or omissions of
the Depositary, or the accuracy of the books and records of the Depositary.


SECTION 2.07.                                                                 Replacement
Securities.


If any mutilated Security is surrendered to the
Debenture Trustee, or the Corporation and the Debenture Trustee receive
evidence to their satisfaction of the destruction, loss or theft of any
Security, the Corporation shall issue and the Debenture Trustee shall
authenticate a replacement



 18
 









Security if the Debenture
Trustee’s and the Corporation’s requirements, as the case may be, for
replacements of Securities are met. An indemnity bond must be supplied by the
holder that is sufficient in the judgment of the Debenture Trustee and the
Corporation to protect the Corporation, the Debenture Trustee, any agent
thereof or any authenticating agent from any loss that any of them may suffer
if a Security is replaced. The Corporation or the Debenture Trustee may charge
for its expenses in replacing a Security.


Every replacement Security is an obligation of the
Corporation and shall be entitled to all of the benefits of this Indenture
equally and proportionately with all other Securities duly issued hereunder.


SECTION 2.08.                                                                 Temporary
Securities.


Pending the preparation of Definitive Securities, the
Corporation may execute, and upon receipt of a Corporation Order the Debenture
Trustee shall authenticate and make available for delivery, temporary
Securities that are printed, lithographed, typewritten, mimeographed or
otherwise reproduced, in any authorized denomination, substantially of the
tenor of the Definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as conclusively evidenced
by their execution of such Securities.


If temporary Securities are issued, the Corporation
shall cause Definitive Securities to be prepared without unreasonable delay.
The Definitive Securities shall be printed, lithographed or engraved, or
provided by any combination thereof, or in any other manner permitted by the
rules and regulations of any applicable securities exchange, all as determined
by the officers executing such Definitive Securities. After the preparation of
Definitive Securities, the temporary Securities shall be exchangeable for
Definitive Securities upon surrender of the temporary Securities at the office
or agency maintained by the Corporation for such purpose pursuant to Section
3.02 hereof, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Securities, the Corporation shall execute, and the
Debenture Trustee, upon receipt of a Corporation Order, shall authenticate and
make available for delivery, in exchange therefor the same aggregate principal
amount of Definitive Securities of authorized denominations. Until so
exchanged, the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as Definitive Securities.


SECTION 2.09.                                                                 Cancellation.


The Corporation at any time may deliver Securities to
the Debenture Trustee for cancellation. The Debenture Trustee and no one else
shall cancel all Securities surrendered for registration of transfer, exchange,
payment, replacement, conversion or cancellation and shall retain or destroy
cancelled Securities in accordance with its normal practices (subject to the
record retention requirement of the Exchange Act) unless the Corporation
directs them to be returned to it. The Corporation may not issue new Securities
to replace Securities that have been redeemed, converted or paid (except to
evidence any portion that has not been redeemed, converted or paid) or that
have been delivered to the Debenture Trustee for cancellation.



 19
 









SECTION 2.10.                                                                 Defaulted
Interest.


Any Interest, or Contingent Interest, if any, on any
Security that is payable, but is not punctually paid or duly provided for, on
any Interest Payment Date or Contingent Interest Payment Date, as applicable
(herein called “Defaulted Interest”), shall forthwith cease to be payable to
the holder on the relevant regular record date by virtue of having been such
holder; and such Defaulted Interest shall be paid by the Corporation, at its
election, as provided in clause (a) or clause (b) below:


(a)                                  The
Corporation may make payment of any Defaulted Interest on Securities to the
Persons in whose names such Securities (or their respective Predecessor
Securities) are registered at the close of business on a special record date
for the payment of such Defaulted Interest, which shall be fixed in the
following manner: the Corporation shall notify the Debenture Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each such Security
and the date of the proposed payment (which date shall be sufficiently in
advance of such notice to permit the Debenture Trustee time to take the actions
contemplated by this Section 2.10), and at the same time the Corporation shall
deposit with the Debenture Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Debenture Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
clause provided. Thereupon the Debenture Trustee shall fix a special record
date for the payment of such Defaulted Interest which shall not be more than 15
nor less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Debenture Trustee of the notice of the
proposed payment. The Debenture Trustee shall promptly notify the Corporation
of such special record date and, in the name and at the expense of the
Corporation, shall cause notice of the proposed payment of such Defaulted
Interest and the special record date therefor to be mailed, first class postage
prepaid, to each Securityholder at his or her address as it appears in the
Security Register, not less than 10 days prior to such special record date. Notice
of the proposed payment of such Defaulted Interest and the special record date
therefor having been mailed as aforesaid, such Defaulted Interest shall be paid
to the Persons in whose names such Securities (or their respective Predecessor
Securities) are registered on such special record date and shall be no longer
payable pursuant to the following clause (b).


(b)                                 The
Corporation may make payment of any Defaulted Interest on any Securities in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which such Securities may be listed, and upon such notice as may be
required by such exchange, if, after notice given by the Corporation to the
Debenture Trustee of the proposed payment pursuant to this clause, such manner
of payment shall be deemed practicable by the Debenture Trustee.


SECTION 2.11.                                                                 CUSIP
Numbers.


The Corporation in issuing the Securities may use “CUSIP”
numbers (if then generally in use), and, if so, the Debenture Trustee shall use
“CUSIP” numbers in notices of redemption or conversion as a convenience to
Securityholders; 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 



 20
 









as contained in any
notice of a redemption or conversion and that reliance may be placed only on
the other identification numbers printed on the Securities, and any such
redemption or conversion shall not be affected by any defect in or omission of
such numbers. The Corporation will promptly notify the Debenture Trustee of any
change in the CUSIP numbers.


SECTION 2.12.                                                                 Tax
Treatment.


(a)                                  Each
Holder or beneficial owner of a Security (including the Trust), by its
acquisition of a Security, hereby agrees:


(i)                                     to
treat the Securities for United States federal and state income tax purposes as
indebtedness of the Corporation that is subject to the CPDI Regulations;


(ii)                                  to
accrue in gross income such Holder’s or beneficial owner’s pro rata share of
the interest income accruing on the Securities (in accordance with the “noncontingent
bond method” set forth in section 1.1275-4(b) of the CPDI Regulations) on a
constant yield to maturity basis at a “comparable yield” (within the meaning of
the CPDI Regulations and treating the fair market value of the common stock to
be received by such Holder or beneficial owner upon conversion, if any, as a
contingent payment) of 8.0%, compounded quarterly, in accordance with the “projected
payment schedule” (within the meaning of section 1.1275-4(b) of the CPDI
Regulations) determined by the Corporation; and


(iii)                               to
treat such comparable yield and projected payment schedule as “reasonable” for
the purposes of the CPDI Regulations.


(b)                                 The
Corporation hereby agrees (i) to treat the Securities for United States federal
and state income tax purposes as indebtedness of the Corporation that is
subject to the CPDI Regulations; (ii) to treat the comparable yield and
projected payment schedule as “reasonable” for the purposes of the CPDI
Regulations; and (iii) and, to treat the Trust as a grantor trust for United
States Federal income tax purposes.


ARTICLE
III

PARTICULAR COVENANTS OF THE CORPORATION


SECTION 3.01.                                                                 Payment
of Principal and Interest.


The Corporation covenants and agrees for the benefit
of the holders of the Securities that it will duly and punctually pay or cause
to be paid the principal of and Interest on the Securities at the place, at the
respective times and in the manner provided herein. Except as provided in
Section 2.03, each installment of Interest on the Securities may be paid by
mailing checks for such Interest payable to the order of the holders of
Securities entitled thereto as they appear in the Security Register. The
Corporation further covenants to pay any and all amounts, including, without
limitation, Additional Sums, as may be required pursuant to Section 2.05(c),
Liquidated Damages, as may be required pursuant to the Registration Rights
Agreement, Compounded Interest, as may be required pursuant to Section 16.01,
and Contingent Interest, as may be required pursuant to Section 18.01.



 21















SECTION 3.02.                                                                 Offices
for Notices and Payments, Etc.


So long as any of the Securities remain outstanding,
the Corporation will maintain an office or agency where the Securities may be
presented for payment, an office or agency where the Securities may be presented
for registration of transfer and for exchange as in this Indenture provided and
an office or agency where notices and demands to or upon the Corporation in
respect of the Securities or of this Indenture may be served. The Corporation
will give to the Debenture Trustee written notice of the location of any such
office or agency and of any change of location thereof. Until otherwise
designated from time to time by the Corporation in a notice to the Debenture
Trustee, any such office or agency for all of the above purposes shall be the
Principal Office of the Debenture Trustee. In case the Corporation shall fail
to maintain any such office or agency, or shall fail to give such notice of the
location or of any change in the location thereof, presentations and demands
may be made and notices may be served at the Principal Office of the Debenture
Trustee.


In addition to any such office or agency, the
Corporation may from time to time designate one or more offices or agencies
where the Securities may be presented for payment, registration of transfer and
for exchange in the manner provided in this Indenture, and the Corporation may
from time to time rescind such designation, as the Corporation may deem
desirable or expedient. The Corporation will give to the Debenture Trustee
prompt written notice of any such designation or rescission thereof.


SECTION 3.03.                                                                 Appointments
to Fill Vacancies in Debenture Trustee’s Office.


The Corporation, whenever necessary to avoid or fill a
vacancy in the office of Debenture Trustee, will appoint, in the manner
provided in Section 6.10, a Debenture Trustee, so that there shall at all times
be a Debenture Trustee hereunder.


SECTION 3.04.                                                                 Provision
as to Paying Agent.


(a)                                  If the Corporation
shall appoint a paying agent other than the Debenture Trustee with respect to
the Securities, it will cause such paying agent to execute and deliver to the
Debenture Trustee an instrument in which such agent shall agree with the
Debenture Trustee, subject to the provision of this Section 3.04,


(i)                                     that
it will hold all sums held by it as such agent for the payment of the principal
of or Interest on the Securities (whether such sums have been paid to it by the
Corporation or by any other obligor on the Securities) in trust for the benefit
of the holders of the Securities; and


(ii)                                  that
it will give the Debenture Trustee notice of any failure by the Corporation (or
by any other obligor on the Securities) to make any payment of the principal of
or Interest on the Securities when the same shall be due and payable.


(b)                                 If the Corporation
shall act as its own paying agent, it will, on or before each due date of the
principal of or Interest on the Securities, set aside, segregate and hold in
trust for the benefit of the holders of the Securities a sum sufficient to pay
such principal or Interest so becoming due and will notify the Debenture
Trustee of any failure to take such action and of any 



 22
 









failure by the Corporation (or by any other
obligor under the Securities) to make any payment of the principal of or
Interest on the Securities when the same shall become due and payable.


(c)                                  Anything in this
Section 3.04 to the contrary notwithstanding, the Corporation may, at any time,
for the purpose of obtaining a satisfaction and discharge with respect to the Securities
hereunder, or for any other reason, pay or cause to be paid to the Debenture
Trustee all sums held in trust for such Securities by the Debenture Trustee or
any paying agent hereunder, as required by this Section 3.04, such sums to be
held by the Debenture Trustee upon the trusts herein contained.


(d)                                 Anything in this
Section 3.04 to the contrary notwithstanding, the agreement to hold sums in
trust as provided in this Section 3.04 is subject to Sections 11.03 and 11.04.


(e)                                  The Corporation may
at any time designate additional paying agents or rescind the designation of
any paying agent; provided however, that the Corporation shall always maintain
a paying agent in New York, New York.


SECTION 3.05.                                                                 Certificate
to Debenture Trustee.


The Corporation will deliver to the Debenture Trustee
on or before 120 days after the end of each fiscal year of the Corporation,
commencing with the first fiscal year ending after the date hereof, so long as
Securities are outstanding hereunder, an Officers’ Certificate, one of the
signers of which shall be the principal executive, principal financial or
principal accounting officer of the Corporation, stating that in the course of
the performance by the signers of their duties as officers of the Corporation
they would normally have knowledge of any Default by the Corporation in the
performance of any covenants contained herein, stating whether or not they have
knowledge of any such Default and, if so, specifying each such Default of which
the signers have knowledge and the nature thereof. For purposes of this Section
3.05, Default shall be determined without regard to any period of grace or
requirement of notice provided for herein.


SECTION 3.06.                                                                 Compliance
with Consolidation Provisions.


The Corporation will not, while any of the Securities
remain outstanding, consolidate with or merge into any other Person or convey,
transfer or lease all or substantially all of its properties to any Person, and
no Person may consolidate with or merge into the Corporation or convey, transfer
or lease all or substantially all of its properties to the Corporation, unless
the provisions of Article X are complied with.


SECTION 3.07.                                                                 Limitation
on Dividends.


The Corporation will not, and will 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 Corporation’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 Corporation (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities
or (iii) make any guarantee payments with respect to any guarantee by the
Corporation of the debt securities of any Subsidiary of the Corporation
(including Other Guarantees) if such guarantee ranks pari passu
with or junior in right of payment to the 



 23
 









Securities, if at such
time (1) an event has occurred that with the giving of notice or the lapse of
time, or both, would constitute an Event of Default and the Corporation has not
taken reasonable steps to cure the event, (2) the Corporation shall be in
default with respect to its payment obligations under the Trust Securities
Guarantee or (3) the Corporation shall have given notice of its election of the
exercise of its right to extend the interest payment period pursuant to Section
16.01 and has not rescinded the notice, or any such extension shall be
continuing.  The restrictions set forth
in the preceding sentence shall not, however, apply to any of the following:
(a) a payment of dividends or distributions in shares of, or options, warrants
or rights to subscribe for or purchase shares of Common Stock, (b) any
declaration of a dividend in connection with the implementation of, a
shareholder’s 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 Corporation’s capital stock or the exchange or conversion of one class or
series of the Corporation’s capital stock for another class or series of the
Corporation’s capital stock, (e) the purchase of fractional interests in shares
of the Corporation’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 Common Stock pursuant to any of the Corporation’s
employee, director or agent benefit plans, dividend reinvestment plans, stock
purchase plans or any other contractual obligation of the Corporation other
than a contractual obligation ranking equally with or junior to the Securities.


SECTION 3.08.                                                                 Covenants
as to AMG Capital Trust II.


In the event Securities are issued to the Trust or a
trustee of such trust in connection with the issuance of Trust Securities by
the Trust, for so long as such Trust Securities remain outstanding, the
Corporation: (a) will maintain 100% direct or indirect ownership of the Common
Securities of the Trust; provided, however,
that any successor of the Corporation, permitted pursuant to Article X, may
succeed to the Corporation’s ownership of such Common Securities, (b) will use
commercially reasonable efforts to cause the Trust to remain a statutory trust,
except in connection with a distribution of Securities to the holders of Trust
Securities in liquidation of the Trust; (c) will not voluntarily terminate,
wind-up or liquidate the Trust, except in connection with (i) a distribution of
the Securities to the holders of the Preferred Securities in liquidation of the
Trust, (ii) the redemption of all of the Preferred Securities and Common
Securities issued by the Trust, (iii) in connection with mergers,
consolidations or amalgamations, in each case as permitted by the Declaration;
(d) will take all actions (or refrain from taking any action), consistent with
the terms and provisions of the Declaration, to cause the Trust to remain
classified as a grantor trust and not as a partnership or an association
taxable as a corporation for United States federal income tax purposes; and (e)
will use its reasonable efforts to ensure that the Trust will not be an “investment
company” for purposes of the Investment Company Act.


SECTION 3.09.                                                                 Payment
of Expenses.


The Corporation, in its capacity as borrower with
respect to the Securities, shall:


(a)                                  pay all costs and
expenses relating to the offering, sale and issuance of the Securities and the
Trust Securities, including commissions to the initial purchasers payable
pursuant to the Purchase Agreement and compensation of the Debenture Trustee in
accordance with the provisions of Section 6.06;



 24
 









(b)                                 pay all costs and
expenses of the Trust (including, but not limited to, costs and expenses
relating to the organization of the Trust, the offering, sale and issuance of
the Trust Securities (including commissions to the initial purchasers in
connection therewith), the fees and expenses of the Property Trustee, the
Delaware Trustee and the Administrators, the costs and expenses relating to the
operation of the Trust, including, without limitation, costs and expenses of
accountants, attorneys, statistical or bookkeeping services, expenses for
printing and engraving and computing or accounting equipment, paying agent(s),
registrar(s), transfer agent(s), duplicating, travel and telephone and other
telecommunications expenses and costs and expenses incurred in connection with
the acquisition, financing, and disposition of assets of the Trust;


(c)                                  be primarily and
fully liable for any indemnification obligations arising with respect to the
Declaration;


(d)                                 pay any and all taxes
duties, assessments and other governmental charges imposed on the Trust by the
United States or any other taxing authority, other than withholding taxes and backup
whithholding taxes, and all liabilities, costs and expenses with respect to
such taxes of the Trust; and


(e)                                  pay all other fees,
expenses, debts and obligations (other than in respect of the Trust Securities)
related to the Trust.


(f)                                    The Corporation
acknowledges that any holder of Preferred Securities may enforce the
obligations of the Corporation created under this Section 3.09 pursuant to a
Direct Action by such holder against the Corporation and the Corporation hereby
waives any right or remedy that it has or may have to require that a holder of
the Preferred Securities take action against the Trust or any other person
before proceeding against the Corporation and the Corporation hereby agrees to
execute such additional agreements as may be necessary to give full effect to
the agreement described in this sentence.


SECTION 3.10.                                                                 Payment
Upon Resignation or Removal.


Upon termination of this Indenture or the removal or
resignation of the Debenture Trustee, unless otherwise stated, the Corporation
shall pay to the Debenture Trustee all amounts accrued and owing to the
Debenture Trustee to the date of such termination, removal or resignation. Upon
termination of the Declaration or the removal or resignation of the Delaware
Trustee, the Property Trustee or the Institutional Administrator, as the case
may be, pursuant to Section 3.06 or 5.07 of the Declaration, the Corporation
shall pay to the Delaware Trustee, the Property Trustee or the Institutional
Administrator, as the case may be, all amounts accrued and owing to such Person
to the date of such termination, removal or resignation.



 25
 









ARTICLE
IV

SECURITYHOLDERS’ LISTS AND REPORTS BY THE

CORPORATION AND THE DEBENTURE TRUSTEE


SECTION 4.01.                                                                 Securityholders’
Lists.


The Corporation covenants and agrees that it will
furnish or cause to be furnished to the Debenture Trustee:


(a)                                  on each regular
record date for the Securities, a list, in such form as the Debenture Trustee
may reasonably require, of the names and addresses of the Securityholders as of
such record date; and


(b)                                 at such other times as
the Debenture Trustee may request in writing, within 30 days after the receipt
by the Corporation, of any such request, a list of similar form and content as
of a date not more than 15 days prior to the time such list is furnished,
except that, no such lists need be furnished so long as the Debenture Trustee
is in possession thereof by reason of its acting as security registrar for the
Securities.


SECTION 4.02.                                                                 Preservation
and Disclosure of Lists.


(a)                                  The Debenture Trustee
shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the holders of the Securities (1)
contained in the most recent list furnished to it as provided in Section 4.01
or (2) received by it in the capacity of Securities registrar (if so acting)
hereunder. The Debenture Trustee may destroy any list furnished to it as
provided in Section 4.01 upon receipt of a new list so furnished.


(b)                                 In case three or more
holders of Securities (hereinafter referred to as “applicants”) apply in
writing to the Debenture Trustee and furnish to the Debenture Trustee
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 of
Securities or with holders of all Securities with respect to their rights under
this Indenture and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Debenture
Trustee shall within 5 Business Days after the receipt of such application, at
its election, either:


(i)                                     afford
such applicants access to the information preserved at the time by the
Debenture Trustee in accordance with the provisions of Section 4.02(a), or


(ii)                                  inform
such applicants as to the approximate number of holders of all Securities,
whose names and addresses appear in the information preserved at the time by
the Debenture Trustee in accordance with the provisions of Section 4.02(a), and
as to the approximate cost of mailing to such Securityholders the form of proxy
or other communication, if any, specified in such application.


If the Debenture Trustee shall elect not to afford
such applicants access to such information, the Debenture Trustee shall, upon
the written request of such applicants, mail to each Securityholder whose name
and address appear in the information preserved at the time by 



 26
 









the Debenture Trustee in
accordance with the provisions of Section 4.02(a) a copy of the form of proxy
or other communication which is specified in such request with reasonable
promptness after a tender to the Debenture Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five Business Days after such tender, the Debenture
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect that,
in the opinion of the Debenture Trustee, such mailing would be contrary to the
best interests of the holders of Securities of such series or all Securities,
as the case may be, or would be in violation of applicable law. Such written
statement shall specify the basis of such opinion. If the Commission, after
opportunity for a hearing upon the objections specified in the written
statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Debenture Trustee shall mail copies of such material to
all such Securityholders with reasonable promptness after the entry of such
order and the renewal of such tender; otherwise the Debenture Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.


(c)                                  Each and every holder
of Securities, by receiving and holding the same, agrees with the Corporation
and the Debenture Trustee that neither the Corporation nor the Debenture
Trustee nor any paying agent shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the holders
of Securities in accordance with the provisions of Section 4.02(b), regardless
of the source from which such information was derived, and that the Debenture
Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 4.02(b).


SECTION 4.03.                                                                 Reports
by the Corporation.


(a)                                  The Corporation
covenants and agrees to file with the Debenture Trustee, within 15 days after
the date on which the Corporation files the same with the Commission, copies of
the annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as said Commission may from
time to time by rules and regulations prescribe) which the Corporation may be
required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act; or, if the Corporation is not required to file information,
documents or reports pursuant to either of such sections, then to provide to
the Debenture Trustee, such of the supplementary and periodic information,
documents and reports which would have been required pursuant to Section 13 of
the Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations.


(b)                                 The Corporation
covenants and agrees to file with the Debenture Trustee and the Commission, in
accordance with the rules and regulations prescribed from time to time by said
Commission, such additional information, documents and reports with respect to
compliance by the Corporation with the conditions and covenants provided for in
this Indenture as may be required from time to time by such rules and
regulations.



 27
 









(c)                                  The Corporation
covenants and agrees to transmit by mail to all holders of Securities, as the
names and addresses of such holders appear upon the Security Register, within
30 days after the filing thereof with the Debenture Trustee, such summaries of
any information, documents and reports required to be filed by the Corporation
pursuant to Sections 4.03(a) and 4.03(b) as may be required by rules and
regulations prescribed from time to time by the Commission.


(d)                                 Delivery of such
reports, information and documents to the Debenture Trustee is for
informational purposes only and the Debenture Trustee’s receipt of such shall
not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Corporation’s
compliance with any of its covenants hereunder (as to which the Debenture
Trustee is entitled to rely exclusively on Officers’ Certificates).


SECTION 4.04.                                                                 Reports
by the Debenture Trustee.


(a)                                  The Debenture Trustee
shall transmit to Securityholders such reports concerning the Debenture Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto. If
required by Section 313(a) of the Trust Indenture Act, the Debenture Trustee shall,
within sixty days after January 1 of each year following the date of this
Indenture, commencing January 1, 2008, deliver to Securityholders a brief
report, which complies with the provisions of such Section 313(a).


(b)                                 A copy of each such
report shall, at the time of such transmission to Securityholders, be filed by
the Debenture Trustee with each stock exchange, if any, upon which the
Securities are listed, with the Commission and with the Corporation. The
Corporation will promptly notify the Debenture Trustee when the Securities are
listed on any stock exchange.


ARTICLE V

REMEDIES OF THE DEBENTURE TRUSTEE AND SECURITYHOLDERS

ON EVENT OF DEFAULT


SECTION 5.01.                                                                 Events
of Default.


One or more of the following events of default shall
constitute an Event of Default hereunder (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):


(a)                                  default in the
payment of any Interest (including Contingent Interest, if any) on the
Securities, whether or not such payment is prohibited by the subordination
provisions of Article XV, or any Other Debentures when due, and continuance of
such default for a period of 30 days; provided, however,
that a valid extension of an interest payment period by the Corporation in
accordance with the terms hereof shall not constitute a default in the payment
of Interest for this purpose; or


(b)                                 default in the payment
of any principal of the Securities (whether or not such payment is prohibited
by the subordination provisions of Article XV) or any Other Debentures 



 28
 









when due whether at maturity, upon
redemption, by declaration of acceleration of maturity or otherwise; or


(c)                                  failure by the
Corporation to satisfy its conversion obligations in accordance with the
provisions of Article XVII upon exercise of a holder’s conversion right; or


(d)                                 default in the
performance, or breach, of any covenant of the Corporation in this Indenture
(other than a covenant a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with), and continuance of such
default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Corporation by the Debenture Trustee or to
the Corporation and the Debenture Trustee by the holders of at least 25% in
aggregate principal amount of the outstanding Securities a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder; or


(e)                                  a court having
jurisdiction in the premises shall enter a decree or order for relief in
respect of the Corporation in an involuntary case under any applicable
bankruptcy, insolvency, reorganization or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Corporation or for any substantial part
of its property, or ordering the winding-up or liquidation of its affairs and
such decree or order shall remain unstayed and in effect for a period of 90
consecutive days; or


(f)                                    the Corporation
shall commence a voluntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, shall consent to the entry of an
order for relief in an involuntary case under any such law, or shall consent to
the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) of the Corporation
or of any substantial part of its property, or shall make any general
assignment for the benefit of creditors, or shall fail generally to pay its
debts as they become due; or


(g)                                 the voluntary or
involuntary dissolution, winding-up or termination of the Trust, except in
connection with (i) the distribution of the Securities to the holders of the
Trust Securities in liquidation of the Trust, (ii) the redemption or conversion
of all outstanding Trust Securities of the Trust and (iii) mergers,
consolidations or amalgamations in accordance with the terms and conditions set
forth in Section 3.15 of the Declaration.


If an Event of Default with respect to Securities at
the time outstanding occurs and is continuing, then in every such case the
Debenture Trustee or the holders of not less than 25% in aggregate principal
amount of the Securities then outstanding may declare the principal amount of
all Securities and all accrued and unpaid Interest (including Contingent
Interest) thereon to be due and payable immediately, by a notice in writing to
the Corporation (and to the Debenture Trustee if given by the holders of the
outstanding Securities), and upon any such declaration the same shall become
immediately due and payable. If the Debenture Trustee or the holders of
Securities do not make such a declaration, the holders of at least 25% in
aggregate liquidation amount of the Preferred Securities will have such right.



 29
 









The foregoing provisions, however, are subject to the
condition that if, at any time after the principal of the Securities shall have
been so declared due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter
provided, (i) the Corporation shall pay or shall deposit with the Debenture
Trustee a sum sufficient to pay (A) all matured installments of Interest
(including Contingent Interest) upon all the Securities and the principal of
any and all Securities that shall have become due other than by acceleration
(with interest upon such principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
Interest (including Contingent Interest), at the Coupon Rate to the date of
such payment or deposit) and (B) such amount as shall be sufficient to cover
compensation due to the Debenture Trustee and each predecessor Debenture
Trustee, their respective agents, attorneys and counsel, pursuant to Section 6.06,
and (ii) any and all Events of Default under the Indenture, other than the
non-payment of the principal of the Securities which shall have become due
solely by such declaration of acceleration, shall have been cured, waived or
otherwise remedied as provided herein, then, in every such case, the holders of
a majority in aggregate principal amount of the Securities then outstanding, by
written notice to the Corporation and to the Debenture Trustee, may rescind and
annul such declaration and its consequences, but no such waiver or rescission
and annulment shall extend to or shall affect any subsequent Default or shall
impair any right consequent thereon. If the Holders of the Securities fail to
annul such declaration and waive such Default, the holders of a majority in
aggregate liquidation amount of the Preferred Securities shall have such right.


In case the Debenture Trustee shall have proceeded to
enforce any right under this Indenture and such proceedings shall have been
discontinued or abandoned because of such rescission or annulment or for any
other reason or shall have been determined adversely to the Debenture Trustee,
then and in every such case the Corporation, the Debenture Trustee and the
holders of the Securities shall be restored respectively to their several
positions and rights hereunder, and all rights, remedies and powers of the
Corporation, the Debenture Trustee and the holders of the Securities shall
continue as though no such proceeding had been taken.


SECTION 5.02.                                                                 Payment
of Securities on Default; Suit Therefor.


The Corporation covenants that (a) in case Default
shall be made in the payment of any installment of Interest (including
Contingent Interest, if any) upon any of the Securities as and when the same
shall become due and payable, and such Default shall have continued for a
period of 30 days, or (b) in case Default shall be made in the payment of the
principal on any of the Securities as and when the same shall have become due
and payable, whether at maturity of the Securities or upon redemption or by
declaration or otherwise, then, upon demand of the Debenture Trustee, the
Corporation will pay to the Debenture Trustee, for the benefit of the holders
of the Securities, the whole amount that then shall have become due and payable
on all such Securities for principal or Interest (including Contingent
Interest, if any) or both, as the case may be, with interest upon the overdue
principal (to the extent that payment of such interest is enforceable under
applicable law and, if the Securities are held by the Trust or a trustee of
such trust, without duplication of any other amounts paid by the Trust or a
trustee in respect thereof) and upon the overdue installments of Interest
(including Contingent Interest, if any) at the rate borne by the Securities;
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including reasonable compensation to the
Debenture 



 30
 









Trustee, its agents,
attorneys and counsel, and any other amount due to the Debenture Trustee
pursuant to Section 6.06.


In case the Corporation shall fail forthwith to pay
such amounts upon such demand, the Debenture Trustee, in its own name and as
trustee of an express trust, shall be entitled and empowered to institute any
actions or proceedings at law or in equity for the collection of the sums so
due and unpaid, and may prosecute any such action or proceeding to judgment or
final decree, and may enforce any such judgment or final decree against the
Corporation or any other obligor on the Securities and collect in the manner
provided by law out of the property of the Corporation or any other obligor on
the Securities, wherever situated, the moneys adjudged or decreed to be
payable.


In case there shall be pending proceedings for the
bankruptcy or for the reorganization of the Corporation or any other obligor on
the Securities under Title 11, United States Code, or any other applicable law,
or in case a receiver or trustee shall have been appointed for the property of
the Corporation or such other obligor, or in the case of any other similar
judicial proceedings relative to the Corporation or other obligor upon the
Securities, or to the creditors or property of the Corporation or such other
obligor, the Debenture Trustee, irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Debenture Trustee shall have made
any demand pursuant to the provisions of this Section 5.02, shall be entitled
and empowered, by intervention in such proceedings or otherwise, to file and
prove a claim or claims for the whole amount of principal and Interest
(including Contingent Interest, if any) owing and unpaid in respect of the
Securities and, in case of any judicial proceedings, to file such proofs of
claim and other papers or documents as may be necessary or advisable in order
to have the claims of the Debenture Trustee (including any claim for amounts
due to the Debenture Trustee pursuant to Section 6.06) and of the
Securityholders allowed in such judicial proceedings relative to the
Corporation or any other obligor on the Securities, or to the creditors or
property of the Corporation or such other obligor, unless prohibited by
applicable law and regulations, to vote on behalf of the holders of the
Securities in any election of a trustee or a standby trustee in arrangement,
reorganization, liquidation or other bankruptcy or insolvency proceedings or
person performing similar functions in comparable proceedings, and to collect
and receive any moneys or other property payable or deliverable on any such
claims, and to distribute the same after the deduction of its charges and
expenses; and any receiver, assignee or trustee in bankruptcy or reorganization
is hereby authorized by each of the Securityholders to make such payments to
the Debenture Trustee, and, in the event that the Debenture Trustee shall
consent to the making of such payments directly to the Securityholders, to pay
to the Debenture Trustee such amounts as shall be sufficient to cover
reasonable compensation to, and expenses of, the Debenture Trustee, each
predecessor Debenture Trustee and their respective agents, attorneys and
counsel, and all other amounts due to the Debenture Trustee pursuant to Section
6.06.


Nothing herein contained shall be construed to
authorize the Debenture Trustee to authorize or consent to or accept or adopt
on behalf of any Securityholder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any holder
thereof or to authorize the Debenture Trustee to vote in respect of the claim
of any Securityholder in any such proceeding. The Debenture Trustee shall be
entitled to participate as a member of any official committee of creditors in
the matters as it deems necessary or advisable.



 31
 









All rights of action and of asserting claims under
this Indenture, or under any of the Securities, may be enforced by the
Debenture Trustee without the possession of any of the Securities, or the
production thereof on any trial or other proceeding relative thereto, and any
such suit or proceeding instituted by the Debenture Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall
be for the ratable benefit of the holders of the Securities.


In any proceedings brought by the Debenture Trustee
(and also any proceedings involving the interpretation of any provision of this
Indenture to which the Debenture Trustee shall be a party) the Debenture
Trustee shall be held to represent all the holders of the Securities, and it
shall not be necessary to make any holders of the Securities parties to any
such proceedings.


SECTION 5.03.                                                                 Application
of Moneys Collected by Debenture Trustee.


Any moneys collected by the Debenture Trustee shall be
applied in the following order, at the date or dates fixed by the Debenture
Trustee for the distribution of such moneys, upon presentation of the
Securities in respect of which moneys have been collected, and stamping thereon
the payment, if only partially paid, and upon surrender thereof if fully paid:


First: To the payment of costs
and expenses of collection applicable to the Securities and all other amounts
due to the Debenture Trustee under Section 6.06;


Second: To the payment of all
Senior Indebtedness of the Corporation if and to the extent required by Article
XV;


Third: In case the principal of
the outstanding Securities in respect of which moneys have been collected shall
not have become due and be unpaid, to the payment of the amounts then due and
unpaid upon Securities for principal of and Interest (including Contingent
Interest, if any) on the Securities, in respect of which or for the benefit of
which money has been collected, ratably, without preference of priority of any
kind, according to the amounts due on such Securities for principal and
Interest (including Contingent Interest, if any), respectively; and


Fourth: To the Corporation.


SECTION 5.04.                                                                 Proceedings
by Securityholders.


No holder of any Security shall have any right by
virtue of or by availing of any provision of this Indenture to institute any
suit, action or proceeding in equity or at law upon or under or with respect to
this Indenture or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless such holder previously shall have given to the
Debenture Trustee written notice of an Event of Default and of the continuance
thereof with respect to the Securities specifying such Event of Default, as
hereinbefore provided, and unless also the holders of not less than 25% in
aggregate principal amount of the Securities then outstanding shall have made
written request upon the Debenture Trustee to institute such action, suit or
proceeding in its own name as Debenture Trustee hereunder and shall have
offered to the Debenture Trustee such indemnity reasonably satisfactory to it
as it may require against the costs, expenses and liabilities to be incurred
therein or thereby, and the Debenture Trustee for 60 days after its receipt of
such 



 32
 









notice, request and offer
of indemnity shall have failed to institute any such action, suit or
proceeding, it being understood and intended, and being expressly covenanted by
the taker and holder of every Security with every other taker and holder and
the Debenture Trustee, that no one or more holders of Securities shall have any
right in any manner whatever by virtue of or by availing of any provision of
this Indenture to affect, disturb or prejudice the rights of any other holder
of Securities, or to obtain or seek to obtain priority over or preference to
any other such holder, or to enforce any right under this Indenture, except in
the manner herein provided and for the equal, ratable and common benefit of all
holders of Securities.


Notwithstanding any other provisions in this
Indenture, however, the right of any holder of any Security to receive payment
of the principal of and Interest (including Contingent Interest, if any) on
such Security, on or after the same shall have become due and payable, or to
institute suit for the enforcement of any such payment, shall not be impaired
or affected without the consent of such holder and by accepting a Security
hereunder it is expressly understood, intended and covenanted by the taker and
holder of every Security with every other such taker and holder and the
Debenture Trustee, that no one or more holders of Securities shall have any
right in any manner whatsoever by virtue or by availing of any provision of
this Indenture to affect, disturb or prejudice the rights of the holders of any
other Securities, or to obtain or seek to obtain priority over or preference to
any other such holder, or to enforce any right under this Indenture, except in
the manner herein provided and for the equal, ratable and common benefit of all
holders of Securities. For the protection and enforcement of the provisions of
this Section, each and every Securityholder and the Debenture Trustee shall be
entitled to such relief as can be given either at law or in equity.


The Corporation and the Debenture Trustee acknowledge
that, pursuant to the Declaration, the holders of Preferred Securities are
entitled, under the circumstances and subject to the limitations set forth
therein, to commence a Direct Action with respect to any Event of Default under
this Indenture and the Securities.


SECTION 5.05.                                                                 Proceedings
by Debenture Trustee.


In case an Event of Default occurs with respect to
Securities and is continuing, the Debenture Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by
such appropriate judicial proceedings as the Debenture Trustee shall deem most
effectual to protect and enforce any of such rights, either by suit in equity
or by action at law or by proceeding in bankruptcy or otherwise, whether for
the specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this Indenture, or
to enforce any other legal or equitable right vested in the Debenture Trustee
by this Indenture or by law.


SECTION 5.06.                                                                 Remedies
Cumulative and Continuing.


All powers and remedies given by this Article V to the
Debenture Trustee or to the Securityholders shall, to the extent permitted by
law, be deemed cumulative and not exclusive of any other powers and remedies
available to the Debenture Trustee or the holders of the Securities, by
judicial proceedings or otherwise, to enforce the performance or observance of
the covenants and agreements contained in this Indenture or otherwise established
with respect to the 



 33
 









Securities, and no delay
or omission of the Debenture Trustee or of any holder of any of the Securities
to exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power, or shall be
construed to be a waiver of any such Default or an acquiescence therein; and,
subject to the provisions of Section 5.04, every power and remedy given by this
Article V or by law to the Debenture Trustee or to the Securityholders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Debenture Trustee or by the Securityholders.


SECTION 5.07.                                                                 Direction
of Proceedings and Waiver of Defaults by Majority of Securityholders.


The holders of a majority in aggregate principal
amount of the Securities at the time outstanding shall have the right to direct
the time, method, and place of conducting any proceeding for any remedy
available to the Debenture Trustee, or exercising any trust or power conferred
on the Debenture Trustee; provided, however,
that (subject to the provisions of Section 6.01) the Debenture Trustee shall
have the right to decline to follow any such direction if the Debenture Trustee
shall determine that the action so directed would be unjustly prejudicial to
the holders not taking part in such direction or if the Debenture Trustee being
advised by counsel determines that the action or proceeding so directed may not
lawfully be taken or if the Debenture Trustee in good faith by its board of directors
or trustees, executive committee, or a trust committee of directors or trustees
and/or Responsible Officers shall determine that the action or proceedings so
directed would involve the Debenture Trustee in personal liability. Prior to
any declaration accelerating the maturity of the Securities, the holders of a
majority in aggregate principal amount of the Securities at the time
outstanding may on behalf of the holders of all of the Securities waive any
past Default or Event of Default and its consequences except a Default or Event
of Default (a) in the payment of principal of or Interest (including Compounded
Interest, Contingent Interest, Additional Sums and Liquidated Damages, if any)
on any of the Securities (unless such Default has been cured and a sum
sufficient to pay all matured installments of Interest (including Contingent
Interest, if any) and principal due otherwise than by acceleration has been
deposited with the Debenture Trustee) or (b) in respect of covenants or
provisions hereof which cannot be modified or amended without the consent of
the holder of each Security affected; provided, however,
that if the Securities are held by the Property Trustee, such waiver or
modification to such waiver shall not be effective until the holders of a majority
in aggregate liquidation amount of Trust Securities shall have consented to
such waiver or modification to such waiver; provided further,
that where a consent under this Indenture would require the consent of holders
of more than a majority of the aggregate principal amount of the Securities,
such waiver shall not be effective until the holders of at least the same
proportion in the aggregate stated liquidation amount of Trust Securities shall
have consented to such waiver. Upon any such waiver, the Default covered
thereby shall be deemed to be cured for all purposes of this Indenture and the
Corporation, the Debenture Trustee and the holders of the Securities shall be
restored to their former positions and rights hereunder, respectively; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereon. Whenever any Default or Event of Default hereunder shall
have been waived as permitted by this Section 5.07, said Default or Event of
Default shall for all purposes of the Securities and this Indenture be deemed
to have been cured and to be not continuing.



 34
 









SECTION 5.08.                                                                 Notice
of Defaults.


The Debenture Trustee shall, within 90 days after the
occurrence of a Default with respect to the Securities actually known to a
Responsible Officer of the Debenture Trustee, mail to all Securityholders, as
the names and addresses of such holders appear upon the Security Register,
notice of all Defaults known to the Debenture Trustee, unless such Default
shall have been cured before the giving of such notice (the term “Default” for
the purpose of this Section 5.08 being hereby defined to be any of the events
specified in clauses (a), (b), (c), (d), (e), (f) and (g) of Section 5.01, not
including periods of grace, if any, provided for therein, and irrespective of
the giving of written notice specified in clause (d) of Section 5.01); and provided that, except in the case of Default in the payment
of the principal of or Interest (including Contingent Interest, if any) on any
of the Securities, the Debenture 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 Responsible Officers of the Debenture
Trustee in good faith determines that the withholding of such notice is in the
interests of the Securityholders; and provided further
that in the case of any Default of the character specified in Section 5.01(d),
no such notice to Securityholders shall be given until at least 60 days after
the occurrence thereof, but shall be given within 90 days after such
occurrence.


SECTION 5.09.                                                                 Undertaking
to Pay Costs.


All parties to this Indenture agree, and each holder
of any Security by his acceptance thereof 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 Indenture, or in any suit against the Debenture
Trustee for any action taken or omitted by it as Debenture Trustee, 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; but the provisions of this Section 5.09
shall not apply to any suit instituted by the Debenture Trustee, to any suit
instituted by any Securityholder, or group of Securityholders, holding in the
aggregate more than 10% in aggregate principal amount of the Securities
outstanding, or to any suit instituted by any Securityholder for the
enforcement of the payment of the principal of or Interest (including
Contingent Interest, if any) on any Security against the Corporation on or
after the same shall have become due and payable.


SECTION 5.10.                                                                 Acknowledgment
of Rights.


If an Event of Default has occurred and is continuing
and such event is attributable to the failure of the Corporation to pay principal
of or Interest (including Contingent Interest, if any) on the Securities when
due (or in connection with a redemption, failure to pay the Redemption Price on
the Redemption Date), the Corporation acknowledges that a holder of Preferred
Securities may commence a Direct Action against the Corporation to compel it to
make such payment to such holder of the principal of or Interest (including
Contingent Interest, if any) on the Securities having a principal amount equal
to the aggregate liquidation amount of the Preferred Securities of such holder
on or after the respective due date specified in the securities. The
Corporation may not amend this Indenture to remove this right to bring a Direct
Action without the prior written consent of the holders of all of the Preferred
Securities. Notwithstanding any payments 



 35
 









that the Corporation
makes to a holder of Preferred Securities in connection with a Direct Action,
the Corporation shall remain obligated to pay the principal of and Interest
(including Contingent Interest, if any) on the Securities, and the Corporation
shall be subrogated to the rights of the holder of the Preferred Securities,
and have a right of set-off, with respect to payments on the Preferred
Securities to the extent that the Corporation makes any payments to a holder of
Preferred Securities in any Direct Action.


The holders of the Preferred Securities shall not be
entitled to exercise directly any remedies, other than those described in the
preceding paragraph, available to Holders of the Securities, unless an event of
default exists under the Declaration.


ARTICLE
VI

CONCERNING THE DEBENTURE TRUSTEE


SECTION 6.01.                                                                 Duties
and Responsibilities of Debenture Trustee.


With respect to the holders of the Securities issued
hereunder, the Debenture Trustee, prior to the occurrence of an Event of
Default and after the curing or waiving of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default has
occurred (which has not been cured or waived), the Debenture Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.


No provision of this Indenture shall be construed to
relieve the Debenture Trustee from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that


(a)                                  prior to the
occurrence of an Event of Default and after the curing or waiving of all Events
of Default which may have occurred,


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


(ii)                                  in
the absence of bad faith on the part of the Debenture Trustee, the Debenture
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 Debenture Trustee and conforming to the requirements
of this Indenture; but, in the case of any such certificates or opinions which
by any provision hereof are specifically required to be furnished to the
Debenture Trustee, the Debenture Trustee shall be under a duty to examine the
same to determine whether or not they conform on their face to the requirements
of this Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein);



 36
 









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


(c)                                  the Debenture 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 Securityholders
pursuant to Section 5.07, relating to the time, method and place of conducting
any proceeding for any remedy available to the Debenture Trustee, or exercising
any trust or power conferred upon the Debenture Trustee, under this Indenture.


None of the provisions contained in this Indenture
shall require the Debenture 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 it reasonably
believes that the repayment of such funds or liability is not reasonably
assured to it under the terms of this Indenture or adequate indemnity against
such risk is not reasonably assured to it.


Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Debenture Trustee shall be subject to the
provisions of this Section.


SECTION 6.02.                                                                 Reliance
on Documents, Opinions, Etc.


Except as otherwise provided in Section 6.01:


(a)                                  the Debenture Trustee
may conclusively rely and shall be protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, bond, note, debenture 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,
direction, order or demand of the Corporation mentioned herein may be
sufficiently evidenced by an Officers’ Certificate (unless other evidence in
respect thereof be herein specifically prescribed); and any Board Resolution
may be evidenced to the Debenture Trustee by a copy thereof certified by the
Secretary or an Assistant Secretary of the Corporation;


(c)                                  the Debenture Trustee
may consult with counsel of its selection and any advice or Opinion of Counsel
shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in
accordance with such advice or Opinion of Counsel;


(d)                                 the Debenture Trustee
shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request, order or direction of any of the
Securityholders, pursuant to the provisions of this Indenture, unless such
Securityholders shall have offered to the Debenture Trustee security or
indemnity reasonably satisfactory to the Debenture Trustee against the costs,
expenses and liabilities which may be incurred therein or thereby;


(e)                                  the Debenture Trustee
shall not be liable for any action taken or omitted by it in good faith and
believed by it to be authorized or within the discretion or rights or powers 



 37
 









conferred upon it by this Indenture; nothing
contained herein shall, however, relieve the Debenture Trustee of the
obligation, upon the occurrence of an Event of Default (that has not been cured
or waived), to exercise such of the rights and powers vested in it by this
Indenture, and to use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs;


(f)                                    the Debenture
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, consent, order, approval, bond, debenture, coupon or other
paper or document, unless requested in writing to do so by the holders of a
majority in aggregate principal amount of the outstanding Securities; provided, however, that if the payment within a reasonable
time to the Debenture Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Debenture Trustee, not reasonably assured to the Debenture Trustee by the
security afforded to it by the terms of this Indenture, the Debenture Trustee
may require indemnity reasonably satisfactory to the Debenture Trustee against
such expense or liability as a condition to so proceeding;


(g)                                 the Debenture Trustee
may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents (including any Authenticating
Agent) or attorneys, and the Debenture Trustee shall not be responsible for any
misconduct or negligence on the part of any such agent or attorney appointed by
it with due care;


(h)                                 the Debenture Trustee
shall not be charged with knowledge of any Default or Event of Default with
respect to the Securities unless (1) such Default is a Default under Sections
5.01(a) (other than (i) a Default with respect to the payment of Compounded
Interest, Liquidated Damages, Additional Sums or Contingent Interest or (ii) a
Default with respect to any Other Debentures) or 5.01(b) of the Indenture, (2)
a Responsible Officer shall have actual knowledge of such Default or Event of
Default or (3) written notice of such Default or Event of Default shall have
been given to the Debenture Trustee by the Corporation or any other obligor on
the Securities or by any holder of the Securities;


(i)                                     the Debenture
Trustee shall not be liable for any action taken, suffered or omitted by it in
good faith, without negligence or willful misconduct and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Indenture;


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


(k)                                  the Debenture Trustee
may request that the Corporation 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 Indenture, 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 superseded;



 38
 









(l)                                     the permissive
rights of the Debenture Trustee to do things enumerated in this Indenture shall
not be construed as duties; and


(m)                               in no event shall the
Trustee be liable for the selection of investments or for investment losses
incurred thereon. The Trustee shall have no liability in respect of losses
incurred as a result of the liquidation of any such investment prior to its
stated maturity or the failure of the party directing such investment to
provide timely written investment direction. The Trustee shall have no
obligation to invest or reinvest any amounts held hereunder in the absence of
such written investment direction.


SECTION 6.03.                                                                 No
Responsibility for Recitals, Etc.


The recitals contained herein and in the Securities
(except in the certificate of authentication of the Debenture Trustee or the
Authenticating Agent) shall be taken as the statements of the Corporation, and
the Debenture Trustee and the Authenticating Agent assume no responsibility for
the correctness of the same. The Debenture Trustee and the Authenticating Agent
make no representations as to the validity or sufficiency of this Indenture or
of the Securities. The Debenture Trustee and the Authenticating Agent shall not
be accountable for the use or application by the Corporation of any Securities
or the proceeds of any Securities authenticated and delivered by the Debenture
Trustee or the Authenticating Agent in conformity with the provisions of this
Indenture.


SECTION 6.04.                                                                 Debenture
Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar May
Own Securities.


The Debenture Trustee or any Authenticating Agent or
any paying agent or any transfer agent or any security registrar for the
Securities, in its individual or any other capacity, may become the owner or
pledgee of Securities with the same rights it would have if it were not
Debenture Trustee, Authenticating Agent, paying agent, transfer agent or
security registrar for the Securities.


SECTION 6.05.                                                                 Moneys
to Be Held in Trust.


Subject to the provisions of Section 11.04, all moneys
received by the Debenture Trustee or any paying agent shall, until used or
applied as herein provided, be held in trust for the purpose for which they
were received, but need not be segregated from other funds except to the extent
required by law. The Debenture Trustee and any paying agent shall be under no
liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Corporation. So long as no Event of
Default shall have occurred and be continuing, all interest allowed on any such
moneys shall be paid from time to time upon the written order of the
Corporation, signed by the Chairman of the Board of Directors, the President or
a Vice President or the Treasurer or an Assistant Treasurer of the Corporation.


SECTION 6.06.                                                                 Compensation
and Expenses of Debenture Trustee.


The Corporation, as issuer of Securities under this
Indenture, covenants and agrees to pay to the Debenture Trustee from time to
time, and the Debenture Trustee shall be entitled to, such compensation as
shall be agreed to in writing between the Corporation and the Debenture 



 39
 









Trustee (which shall not
be limited by any provision of law in regard to the compensation of a trustee
of an express trust), and the Corporation will pay or reimburse the Debenture
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Debenture Trustee in accordance with any of
the provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ) except any such expense, disbursement or advance as may arise from
its negligence or bad faith. The Corporation also covenants to indemnify and
defend each of the Debenture Trustee (including in its individual capacity) and
any predecessor Debenture Trustee (and its officers, agents, directors and
employees) for, and to hold it harmless against, any and all loss, damage,
claim, liability or expense including taxes (other than taxes based on the
income of the Debenture Trustee) incurred without negligence or bad faith on
the part of the Debenture Trustee and arising out of or in connection with the
acceptance or administration of this trust, including advancement of the costs
and expenses of defending itself against any claim of liability in the
premises. The obligations of the Corporation under this Section 6.06 to
compensate and indemnify the Debenture Trustee and to pay or reimburse the
Debenture Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder. Such additional indebtedness shall be
secured by a lien prior to that of the Securities upon all property and funds
held or collected by the Debenture Trustee as such, except funds held in trust
for the benefit of the holders of particular Securities.


When the Debenture Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 5.01(e) or
Section 5.01(f), the expenses (including the reasonable charges and expenses of
its counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable federal or state bankruptcy,
insolvency or other similar law.


The provisions of this Section shall survive the
resignation or removal of the Debenture Trustee and the defeasance or other
termination of this Indenture.


SECTION 6.07.                                                                 Officers’
Certificate as Evidence.


Except as otherwise provided in Sections 6.01 and
6.02, whenever in the administration of the provisions of this Indenture the
Debenture Trustee shall deem it necessary or desirable that a matter be proved
or established prior to taking or omitting any action hereunder, such matter
(unless other evidence in respect thereof is herein specifically prescribed)
may, in the absence of negligence or bad faith on the part of the Debenture
Trustee, be deemed to be conclusively proved and established by an Officers’
Certificate delivered to the Debenture Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Debenture Trustee, shall
be full warrant to the Debenture Trustee for any action taken or omitted by it
under the provisions of this Indenture upon the faith thereof.


SECTION 6.08.                                                                 Conflicting
Interest of Debenture Trustee.


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



 40
 









SECTION 6.09.                                                                 Eligibility
of Debenture Trustee.


The Debenture Trustee hereunder shall at all times be
a Person organized and doing business under the laws of the United States of
America or any state or territory thereof or the District of Columbia, or a Person
permitted to act as trustee by the Commission 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 annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section 6.09 the combined capital and surplus of
such Person shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.


The Corporation may not, nor may any Person directly
or indirectly controlling, controlled by, or under common control with the
Corporation, serve as Debenture Trustee.


In case at any time the Debenture Trustee shall cease
to be eligible in accordance with the provisions of this Section 6.09, the
Debenture Trustee shall resign immediately in the manner and with the effect
specified in Section 6.10.


Notwithstanding an provision in this Indenture to the
contrary, the Person serving as Debenture Trustee also may serve as
Institutional Administrator under the Declaration.


SECTION 6.10.                                                                 Resignation
or Removal of Debenture Trustee.


(a)                                  The Debenture
Trustee, or any trustee or trustees hereafter appointed, may at any time resign
by giving written notice of such resignation to the Corporation and by mailing
notice thereof to the holders of the Securities at their addresses as they
shall appear on the Security Register. Upon receiving such notice of
resignation, the Corporation shall promptly appoint a successor trustee or
trustees by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Debenture Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and
have accepted appointment within 60 days after the mailing of such notice of
resignation to the affected Securityholders, the resigning Debenture Trustee,
at the expense of the Corporation, may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Securityholder
who has been a bona fide holder of a Security for at least six months may,
subject to the provisions of Section 5.09, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, appoint a successor trustee.


(b)                                 In case at any time
any of the following shall occur:


(i)                                     the
Debenture Trustee shall fail to comply with the provisions of Section 6.08
after written request therefor by the Corporation or by any Securityholder who
has been a bona fide holder of a Security or Securities for at least six
months, or



 41
 









(ii)                                  the
Debenture Trustee shall cease to be eligible in accordance with the provisions
of Section 6.09 and shall fail to resign after written request therefor by the
Corporation or by any such Securityholder, or


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


then, in any such case,
the Corporation may remove the Debenture Trustee and appoint a successor
trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the Debenture Trustee so removed and one copy to the successor
trustee, or, subject to the provisions of Section 5.09, any Securityholder 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 Debenture Trustee and the
appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, remove the Debenture
Trustee and appoint a successor trustee.


(c)                                  The holders of a
majority in aggregate principal amount of the Securities at the time
outstanding may at any time remove the Debenture Trustee and nominate a
successor trustee, which shall be deemed appointed as successor trustee unless
within 10 days after such nomination the Corporation objects thereto, or if no
successor trustee shall have been so appointed and shall have accepted
appointment within 30 days after such removal, in which case the Debenture
Trustee so removed or any Securityholder, upon the terms and conditions and
otherwise as in Section 6.10(a) provided, may petition any court of competent
jurisdiction for an appointment of a successor trustee.


(d)                                 Any resignation or
removal of the Debenture Trustee and appointment of a successor trustee
pursuant to any of the provisions of this Section 6.10 shall become effective
upon acceptance of appointment by the successor trustee as provided in Section
6.11.


(e)                                  Notwithstanding
replacement of the Debenture Trustee pursuant to this Section 6.10, the
Corporation’s obligations under Section 6.06 shall continue for the benefit of
the retiring Debenture Trustee.


SECTION 6.11.                                                                 Acceptance
by Successor Debenture Trustee.


Any successor trustee appointed as provided in Section
6.10 shall execute, acknowledge and deliver to the Corporation and to its
predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the retiring trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee herein; but, nevertheless, on the written request of the
Corporation or of the successor trustee, the trustee ceasing to act shall, upon
payment of any amounts then due it pursuant to the provisions of Section 6.06, execute
and deliver an instrument transferring to such successor trustee all the rights
and powers of the trustee so



 42















ceasing to act and
shall duly assign, transfer and deliver to such successor trustee all property
and money held by such retiring trustee thereunder. Upon request of any such
successor trustee, the Corporation shall execute any and all instruments in writing
for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property or funds held or collected by
such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.06.


No
successor trustee shall accept appointment as provided in this Section 6.11
unless at the time of such acceptance such successor trustee shall be qualified
under the provisions of Section 6.08 and eligible under the provisions of
Section 6.09.


Upon
acceptance of appointment by a successor trustee as provided in this Section
6.11, the Corporation shall mail notice of the succession of such trustee
hereunder to the holders of Securities at their addresses as they shall appear
on the Security Register. If the Corporation fails to mail such notice within
10 days after the acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the Corporation.


SECTION 6.12.                                                                 Succession
by Merger, Etc.


Any
Person into which the Debenture Trustee may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Debenture Trustee shall be a party, or
any Person succeeding to all or substantially all of the corporate trust
business of the Debenture Trustee, shall be the successor of the Debenture
Trustee hereunder without the execution or filing of any paper or any further act
on the part of any of the parties hereto.


In
case at the time such successor to the Debenture Trustee shall succeed to the
trusts created by this Indenture any Securities shall have been authenticated
but not delivered, any such successor to the Debenture Trustee may adopt the
certificate of authentication of any predecessor trustee, and deliver such
Securities so authenticated; and in case at that time any of the Securities
shall not have been authenticated, any successor to the Debenture Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name
of the successor trustee; and in all such cases such certificates shall have
the full force which the Securities or this Indenture elsewhere provides that
the certificate of the Debenture Trustee shall have; provided, however, that the right to adopt the certificate
of authentication of any predecessor Debenture Trustee or authenticate
Securities in the name of any predecessor Debenture Trustee shall apply only to
its successor or successors by merger, conversion or consolidation.


SECTION 6.13.                                                                 Limitation
on Rights of Debenture Trustee as a Creditor.


The
Debenture Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship described in Section 311(b) of the Trust
Indenture Act. A Debenture Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act to the extent included
therein.



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SECTION 6.14.                                                                 Co-trustees
and Separate Trustees.


At any
time or times, at the expense of the Corporation and for the purpose of meeting
the legal requirements of any applicable jurisdiction, the Corporation and the
Debenture Trustee shall have power to appoint, and, upon the written request of
the Debenture Trustee or of the holders of at least 25% in principal amount of
the Securities then outstanding, the Corporation shall for such purpose join
with the Debenture Trustee in the execution and delivery of all instruments and
agreements necessary or proper to appoint, one or more Persons approved by the
Debenture Trustee, or to act as separate trustee, jointly with the Debenture
Trustee, or to act as separate trustee, in either case with such powers as may
be provided in the instrument of appointment, and to vest in such Person or
Persons, in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section. If the
Corporation does not join in such appointment within 15 days after the receipt
by it of a request so to do, or if an Event of Default shall have occurred and
be continuing, the Debenture Trustee alone shall have power to make such
appointment.


Should
any written instrument or instruments from the Corporation be required by any
co-trustee or separate trustee so appointed to more fully confirm to such
co-trustee or separate trustee such property, title, right or power, any and
all such instruments shall, on request, be executed, acknowledged and delivered
by the Corporation.


Every
co-trustee or separate trustee shall, to the extent permitted by law, but to
such extent only, be appointed subject to the following conditions:


(a)           the Securities shall be authenticated
and delivered, and all rights, powers, duties and obligations hereunder in
respect of the custody of securities, cash and other personal property held by,
or required to be deposited or pledged with, the Debenture Trustee hereunder,
shall be exercised solely, by the Debenture Trustee;


(b)           the rights, powers, duties and
obligations hereby conferred or imposed upon the Debenture Trustee in respect
of any property covered by such appointment shall be conferred or imposed upon
and exercised or performed either by the Debenture Trustee or by the Debenture
Trustee and such co-trustee or separate trustee jointly, as shall be provided
in the instrument appointing such co-trustee or separate trustee, except to the
extent that under any law of any jurisdiction in which any particular act is to
be performed, the Debenture Trustee shall be incompetent or unqualified to
perform such act, in which event such rights, powers, duties and obligations
shall be exercised and performed by such co-trustee or separate trustee;


(c)           the Debenture Trustee at any time, by
an instrument in writing executed by it, with the concurrence of the
Corporation, may accept the resignation of or remove any co-trustee or separate
trustee appointed under this Section, and, if an Event of Default shall have
occurred and be continuing, the Debenture Trustee shall have power to accept
the resignation of, or remove, any such co-trustee or separate trustee without
the concurrence of the Corporation. Upon the written request of the Debenture
Trustee, the Corporation shall join with the Debenture Trustee in the execution
and delivery of all instruments and agreements, necessary or proper to
effectuate such resignation or removal. A successor to any co-trustee or
separate trustee so resigned or removed may be appointed in the manner provided
in this Section;



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(d)           no co-trustee or separate trustee
hereunder shall be personally liable by reason of any act or omission of the
Debenture Trustee, or any other such trustee hereunder; and


(e)           any notice from the holders of
Securities delivered to the Debenture Trustee shall be deemed to have been
delivered to each such co-trustee and separate trustee.


SECTION 6.15.                                                                 Authenticating
Agents.


There
may be one or more Authenticating Agents appointed by the Debenture Trustee
upon the request of the Corporation with power to act on its behalf and subject
to its direction in the authentication and delivery of Securities issued upon
exchange or transfer thereof as fully to all intents and purposes as though any
such Authenticating Agent had been expressly authorized to authenticate and
deliver Securities; provided that
the Debenture Trustee shall have no liability to the Corporation for any acts
or omissions of the Authenticating Agent with respect to the authentication and
delivery of Securities. Any such Authenticating Agent shall at all times be a corporation
organized and doing business under the laws of the United States or of any
state or territory thereof or of the District of Columbia authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of
at least $50,000,000 and being subject to supervision or examination by
federal, state, territorial or District of Columbia authority. If such
corporation publishes reports of condition at least annually pursuant to law or
the requirements of such authority, then for the purposes of this Section 6.15
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 an Authenticating 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 herein specified in this Section.


Any
corporation into which any Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, consolidation or conversion to which any Authenticating Agent shall be
a party, or any corporation succeeding to the corporate trust business of any
Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this
Section 6.15 without the execution or filing of any paper or any further act on
the part of the parties hereto or such Authenticating Agent.


Any
Authenticating Agent may at any time resign by giving written notice of
resignation to the Debenture Trustee and to the Corporation. The Debenture
Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and to the
Corporation. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible under this Section 6.15, the Debenture Trustee may, and upon the
request of the Corporation shall, promptly appoint a successor Authenticating
Agent eligible under this Section 6.15, shall give written notice of such
appointment to the Corporation and the Corporation shall mail notice of such
appointment to all Securityholders as the names and addresses of such holders
appear on the Security Register. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent herein.



 45
 









The
Corporation, as borrower, agrees to pay to any Authenticating Agent from time
to time reasonable compensation for its services. Any Authenticating Agent shall
have no responsibility or liability for any action taken by it as such in
accordance with the directions of the Debenture Trustee.


ARTICLE
VII

CONCERNING THE SECURITYHOLDERS


SECTION 7.01.                                                                 Action
by Securityholders.


Whenever
in this Indenture it is provided that the holders of a specified percentage in
aggregate principal amount of the Securities may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action), the fact that at the time of taking any such
action the holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor
executed by such Securityholders in person or by agent or proxy appointed in
writing, or (b) by the record of such holders of Securities voting in favor
thereof at any meeting of such Securityholders duly called and held in
accordance with the provisions of Article VIII, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of such
Securityholders.


If the
Corporation shall solicit from the Securityholders any request, demand,
authorization, direction, notice, consent, waiver or other action, the
Corporation may, at its option, as evidenced by an Officers’ Certificate, fix
in advance a record date for the determination of Securityholders entitled to
give such request, demand, authorization, direction, notice, consent, waiver or
other action, but the Corporation shall have no obligation to do so. If such a
record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other action may be given before or after the record date,
but only the Securityholders of record at the close of business on the record date
shall be deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of outstanding Securities have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action, and for that purpose the
outstanding Securities shall be computed as of the record date; provided, however, that no such
authorization, agreement or consent by such Securityholders on the record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date.


SECTION 7.02.                                                                 Proof
of Execution by Securityholders.


Subject
to the provisions of Section 6.01, 6.02 and 8.05, proof of the execution of any
instrument by a Securityholder or his agent or proxy shall be sufficient if
made in accordance with such reasonable rules and regulations as may be
prescribed by the Debenture Trustee or in such manner as shall be satisfactory
to the Debenture Trustee. The ownership of Securities shall be proved by the
Security Register or by a certificate of the security registrar for the
Securities. The Debenture Trustee may require such additional proof of any
matter referred to in this Section 7.02 as it shall deem necessary.



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The
record of any Securityholders’ meeting shall be proved in the manner provided
in Section 8.06.


SECTION 7.03.                                                                 Who
Are Deemed Absolute Owners.


Prior
to due presentment for registration of transfer of any Security, the
Corporation, the Debenture Trustee, any Authenticating Agent, any paying agent,
any transfer agent and any security registrar for the Securities may deem the
person in whose name such Security shall be registered upon the Security
Register to be, and may treat him as, the absolute owner of such Security
(whether or not such Security shall be overdue) for the purpose of receiving
payment of or on account of the principal of and (subject to Section 2.05)
Interest on such Security and for all other purposes; and neither the Corporation
nor the Debenture Trustee nor any Authenticating Agent nor any paying agent nor
any transfer agent nor any security registrar for the Securities shall be
affected by any notice to the contrary. All such payments so made to any holder
for the time being or upon his order shall be valid, and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for
moneys payable upon any such Security.


SECTION 7.04.                                                                 Securities
Owned by Corporation Deemed Not Outstanding.


In
determining whether the holders of the requisite aggregate principal amount of
Securities have concurred in any direction, consent or waiver under this
Indenture, Securities which are owned by the Corporation or any other obligor
on the Securities or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Corporation
or any other obligor on the Securities shall be disregarded and deemed not to
be outstanding for the purpose of any such determination; provided that for the
purposes of determining whether the Debenture Trustee shall be protected in
relying on any such direction, consent or waiver, only Securities which a
Responsible Officer of the Debenture Trustee actually knows are so owned shall
be so disregarded. Securities so owned which have been pledged in good faith
may be regarded as outstanding for the purposes of this Section 7.04 if the
pledgee shall establish to the satisfaction of the Debenture Trustee the
pledgee’s right to vote such Securities and that the pledgee is not the
Corporation or any such other obligor or Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Corporation or any such other obligor. In the case of a dispute as to such
right, any decision by the Debenture Trustee taken upon the advice of counsel
shall be full protection to the Debenture Trustee.


SECTION 7.05.                                                                 Revocation
of Consents; Future Holders Bound.


At any
time prior to (but not after) the evidencing to the Debenture Trustee, as
provided in Section 7.01, of the taking of any action by the holders of the
percentage in aggregate principal amount of the Securities specified in this
Indenture in connection with such action, any holder of a Security (or any Security
issued in whole or in part in exchange or substitution therefor), subject to
Section 7.01, the serial number of which is shown by the evidence to be
included in the group of Securities the holders of which have consented to such
action may, by filing written notice with the Debenture Trustee at its
principal office and upon proof of holding as provided in Section 7.02, revoke
such action so far as concerns such Security (or so far as concerns the
principal amount represented by any exchanged or substituted Security). Except
as 



 47
 









aforesaid any such
action taken by the holder of any Security shall be conclusive and binding upon
such holder and upon all future holders and owners of such Security, and of any
Security issued in exchange or substitution therefor, irrespective of whether
or not any notation in regard thereto is made upon such Security or any
Security issued in exchange or substitution therefor.


ARTICLE
VIII

SECURITYHOLDERS’ MEETINGS


SECTION 8.01.                                                                 Purposes
of Meetings.


A
meeting of Securityholders may be called at any time and from time to time
pursuant to the provisions of this Article VIII for any of the following
purposes:


(a)           to give any notice to the Corporation
or to the Debenture Trustee, or to give any directions to the Debenture
Trustee, or to consent to the waiving of any Default hereunder and its
consequences, or to take any other action authorized to be taken by
Securityholders pursuant to any of the provisions of Article V;


(b)           to remove the Debenture Trustee and
nominate a successor trustee pursuant to the provisions of Article VI;


(c)           to consent to the execution of an
indenture or indentures supplemental hereto pursuant to the provisions of
Section 9.02; or


(d)           to take any other action authorized
to be taken by or on behalf of the holders of any specified aggregate principal
amount of such Securities under any other provision of this Indenture or under
applicable law.


SECTION 8.02.                                                                 Call
of Meetings by Debenture Trustee.


The
Debenture Trustee may at any time call a meeting of Securityholders to take any
action specified in Section 8.01, to be held at such time and at such place in
New York, New York, as the Debenture Trustee shall determine. Notice of every
meeting of the Securityholders, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at such meeting, shall be
mailed to holders of Securities at their addresses as they shall appear on the
Securities Register. Such notice shall be mailed not less than 20 nor more than
180 days prior to the date fixed for the meeting.


SECTION 8.03.                                                                 Call
of Meetings by Corporation or Securityholders.


In
case at any time the Corporation, pursuant to a resolution of the Board of
Directors, or the holders of at least 25% in aggregate principal amount of the
Securities then outstanding, shall have requested the Debenture Trustee to call
a meeting of Securityholders, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Debenture
Trustee shall not have mailed the notice of such meeting within 20 days after
receipt of such request, then the Corporation or such Securityholders may
determine the time and the place in New York, New York for such meeting and may
call such meeting to take any action authorized in Section 8.01, by mailing
notice thereof as provided in Section 8.02.



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SECTION 8.04.                                                                 Qualifications
for Voting.


To be
entitled to vote at any meeting of Securityholders a Person shall (a) be a
holder of one or more Securities or (b) be a Person appointed by an instrument
in writing as proxy by a holder of one or more Securities. The only Persons who
shall be entitled to be present or to speak at any meeting of Securityholders
shall be the Persons entitled to vote at such meeting and their counsel and any
representatives of the Debenture Trustee and its counsel and any
representatives of the Corporation and its counsel.


SECTION 8.05.                                                                 Regulations.


Notwithstanding
any other provisions of this Indenture, the Debenture Trustee may make such
reasonable regulations as it may deem advisable for any meeting of
Securityholders, in regard to proof of the holding of Securities and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit.


The
Debenture Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Corporation or by Securityholders as provided in Section 8.03, in which case
the Corporation or the Securityholders calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by majority vote of the
meeting.


Subject
to the provisions of Section 8.04, at any meeting each holder of Securities or
proxy therefor shall be entitled to one vote for each $50.00 principal amount
of Securities held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not outstanding and ruled by the chairman
of the meeting to be not outstanding. The chairman of the meeting shall have no
right to vote other than by virtue of Securities held by him or instruments in
writing as aforesaid duly designating him as the person to vote on behalf of
other Securityholders. Any meeting of Securityholders duly called pursuant to
the provisions of Section 8.02 or 8.03 may be adjourned from time to time by a
majority of those present, and the meeting may be held as so adjourned without
further notice.


SECTION 8.06.                                                                 Voting.


The
vote upon any resolution submitted to any meeting of holders of Securities
shall be by written ballots on which shall be subscribed the signatures of such
holders or of their representatives by proxy and the serial number or numbers
of the Securities held or represented by them. The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in triplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Securityholders shall be prepared by the secretary of the meeting
and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one
or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and 



 49
 









showing that said
notice was mailed as provided in Section 8.02. The record shall show the serial
numbers of the Securities voting in favor of or against any resolution. The
record shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one of the duplicates shall be delivered to
the Corporation and the other to the Debenture Trustee to be preserved by the
Debenture Trustee, the latter to have attached thereto the ballots voted at the
meeting.


Any
record so signed and verified shall be conclusive evidence of the matters
therein stated.


ARTICLE
IX

AMENDMENTS


SECTION 9.01.                                                                 Without
Consent of Securityholders.


The
Corporation, when authorized by a Board Resolution, and the Debenture Trustee
may from time to time and at any time amend the Indenture, without the consent
of the Securityholders, for one or more of the following purposes:


(a)           to evidence the succession of another
Person to the Corporation, or successive successions, and the assumption by the
successor Person of the covenants, agreements and obligations of the
Corporation pursuant to Article X;


(b)           to add additional Events of Default
or to add to the covenants of the Corporation such further covenants,
restrictions or conditions for the protection of the Securityholders as the
Board of Directors and the Debenture Trustee shall consider to be for the
protection of the Securityholders, and to make the occurrence, or the
occurrence and continuance, of a default in any of such additional covenants,
restrictions or conditions a Default or an Event of Default permitting the
enforcement of all or any of the remedies provided in this Indenture as herein
set forth; provided, however,
that in respect of any such additional covenant, restriction or condition such
amendment may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other
defaults) or may provide for an immediate enforcement upon such default or may
limit the remedies available to the Debenture Trustee upon such default;


(c)           to provide for the issuance under
this Indenture of Securities in coupon form (including Securities registrable
as to principal only) and to provide for exchangeability of such Securities
with the Securities issued hereunder in fully registered form and to make all
appropriate changes for such purpose;


(d)           to cure any ambiguity or to correct
or supplement any provision contained herein or in any supplemental indenture
which may be defective or inconsistent with any other provision contained
herein or in any supplemental indenture, or to make such other provisions in
regard to matters or questions arising under this Indenture;


(e)           to evidence and provide for the
acceptance of appointment hereunder by a successor trustee with respect to the
Securities;



 50
 









(f)            to make provision for transfer
procedures, certification, book-entry provisions and all other matters required
pursuant to Section 2.07 or otherwise necessary, desirable or appropriate in
connection with the issuance of Securities to holders of Preferred Securities
in the event of a distribution of Securities by the Trust following a
Dissolution Event;


(g)           to qualify or maintain qualification
of this Indenture under the Trust Indenture Act; or


(h)           to ensure that the Trust is not
required to register as an investment company under the Investment Company Act;
or


(i)            to make any change that does not
adversely affect the rights of any Securityholder in any material respect;


provided that any such amendment does not
materially adversely affect the interests of Securityholders or cause the Trust
to be treated other than as a grantor trust for United States federal income
tax purposes.


The
Debenture Trustee is hereby authorized to join with the Corporation in the
execution of any supplemental indenture to effect such amendment, to make any
further appropriate agreements and stipulations which may be therein contained
and to accept the conveyance, transfer and assignment of any property
thereunder, but the Debenture Trustee shall not be obligated to, but may in its
discretion, enter into any such supplemental indenture which affects the Debenture
Trustee’s own rights, duties, privileges or immunities under this Indenture or
otherwise.


Any
amendment to the Indenture authorized by the provisions of this Section 9.01
may be executed by the Corporation and the Debenture Trustee without the
consent of the holders of any of the Securities at the time outstanding,
notwithstanding any of the provisions of Section 9.02.


SECTION 9.02.                                                                 With
Consent of Securityholders.


With
the consent (evidenced as provided in Section 7.01) of the holders of a
majority in aggregate principal amount of the Securities at the time
outstanding, the Corporation, when authorized by a Board Resolution, and the
Debenture Trustee may from time to time and at any time amend the Indenture for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the holders of the Securities; provided, however, that no such amendment shall, without the
consent of the holders of each Security then outstanding and affected thereby
(i) change the Maturity Date of any Security, or reduce the principal amount
of, or any installment of principal of or Interest on the Securities; (ii)
reduce the rate or extend the time of payment of Interest (including Contingent
Interest, if any); (iii) change any of the provisions of Article XIV relating
to redemption; (iv) change the Conversion Rate except as provided in Section
17.03 and Section 17.04 with respect to adjustment of the Conversion Rate, or
otherwise change the right to convert the Securities in a manner that would be
adverse to Securityholders; (v) make the principal of, or Interest (including
Contingent Interest, if any) payment on, the Securities payable in any coin or
currency other than that provided herein; (vi) change any obligation of the
Corporation to 



 51
 









maintain an office
or agency in the places and for the purposes required by the Indenture or
change the place of payment where the Securities or any Interest payment
thereon is payable; (vii) impair or affect the right of any holder of
Securities to institute suit for the payment of the Securities as provided
herein; (viii) reduce the percentage of the principal amount of the Securities
required to consent to modify or amend the Indenture or for any waiver of
compliance with provisions of the Indenture as stated herein or for waiver of
Defaults as stated herein; (ix) make any change adverse to a Holder with
respect to the subordination provisions of Article XV; or (x) modify any of the
foregoing provisions; provided, however,
that if the Securities are held by the Trust, no such modification or amendment
referred to in clauses (i) through (x) shall be effective until the holders of
not less than a majority of the aggregate liquidation amount of the Trust
Securities shall have consented to such modification or amendment; and provided
further, however, that where a consent under the Indenture would require the
consent of Securityholders of more than a majority of the principal amount of
the Securities, such modification or amendment shall not be effective until the
holders of at least the same proportion in aggregate stated liquidation amount
of the Trust Securities shall have consented to such modification or amendment.


Upon
the request of the Corporation accompanied by a copy of a resolution of the
Board of Directors certified by its secretary or assistant secretary
authorizing the execution of any supplemental indenture effecting such
amendment, and upon the filing with the Debenture Trustee of evidence of the
consent of Securityholders as aforesaid, the Debenture Trustee shall join with
the Corporation in the execution of such supplemental indenture unless such
supplemental indenture affects the Debenture Trustee’s own rights, duties,
privileges or immunities under this Indenture or otherwise, in which case the
Debenture Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.


Promptly
after the execution by the Corporation and the Debenture Trustee of any supplemental
indenture pursuant to the provisions of this Section, the Debenture Trustee, at
the expense of the Corporation, shall transmit by mail, first-class postage
prepaid, a notice, prepared by the Corporation, setting forth in general terms
the substance of such supplemental indenture, to the Securityholders as their
names and addresses appear upon the Security Register. Any failure of the
Debenture Trustee to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.


It
shall not be necessary for the consent of the Securityholders under this
Section 9.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.


SECTION 9.03.                                                                 Compliance
with Trust Indenture Act; Effect of Supplemental Indentures.


Any
supplemental indenture executed pursuant to the provisions of this Article IX
shall comply with the Trust Indenture Act. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article IX, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations,
duties, privileges and immunities under this Indenture of the Debenture
Trustee, the Corporation and the holders of Securities shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and 



 52
 









conditions of any
such supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.


SECTION 9.04.                                                                 Notation
on Securities.


Securities
authenticated and delivered after the execution of any supplemental indenture
affecting such Securities pursuant to the provisions of this Article IX may
bear a notation in form approved by the Debenture Trustee as to any matter
provided for in such supplemental indenture. If the Corporation or the
Debenture Trustee shall so determine, new Securities so modified as to conform,
in the opinion of the Debenture Trustee and the Board of Directors, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared and executed by the Corporation, authenticated by the Debenture
Trustee or the Authenticating Agent and delivered in exchange for the
Securities then outstanding.


SECTION 9.05.                                                                 Evidence
of Compliance of Supplemental Indenture to Be Furnished to Debenture Trustee.


The
Debenture Trustee, subject to the provisions of Sections 6.01 and 6.02, may
receive an Officers’ Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant hereto complies with
the requirements of this Article IX.


ARTICLE
X

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE


SECTION 10.01.                                                           Corporation
May Consolidate, Etc., on Certain Terms.


The
Corporation may not consolidate with or merge into any other Person or convey,
transfer or lease all or substantially all of its assets to any Person, and no
Person may consolidate with or merge into the Corporation or convey, transfer
or lease all or substantially all of its assets to the Corporation, unless:


(1)           the
Corporation is the surviving Person, or the Person formed by or surviving any
such consolidation or merger (if other than the Corporation) or to which such
sale, conveyance, transfer or lease of property is made is a Person organized
and existing under the laws of the United States or any State thereof or the District
of Columbia;


(2)           upon
any such consolidation, merger, sale, conveyance, transfer or lease, the due
and punctual payment of the principal of and Interest (including Contingent
Interest, if any) on the Securities according to their tenor and the due and
punctual performance and observance of all the covenants and conditions of this
Indenture to be kept or performed by the Corporation shall be expressly
assumed, by supplemental indenture (which shall conform to the provisions of
the Trust Indenture Act as then in effect) satisfactory in form to the
Debenture Trustee executed and delivered to the Debenture Trustee by the Person
formed by such consolidation, or into which the Corporation shall have been
merged, or by the Person which shall have acquired such property or assets, as
the case may be; and



 53
 









(3)           immediately
after giving effect to such consolidation, merger, sale, conveyance, transfer
or lease, no Default or Event of Default shall exist.


SECTION 10.02.                                                           Successor
Corporation to Be Substituted for Corporation.


In
case of any such consolidation, merger, conveyance or transfer and upon the
assumption by the successor corporation, by supplemental indenture, executed
and delivered to the Debenture Trustee and satisfactory in form to the
Debenture Trustee, of the obligation of due and punctual payment of the
principal of and Interest (including Contingent Interest, if any) on all of the
Securities and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed or observed by the
Corporation, such successor Person shall succeed to and be substituted for the
Corporation, with the same effect as if it had been named herein as the party
of the first part, and the Corporation thereupon shall be relieved of any
further liability or obligation hereunder or upon the Securities. Such
successor Person 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
Securities issuable hereunder which theretofore shall not have been signed by
the Corporation and delivered to the Debenture Trustee or the Authenticating
Agent; and, upon the order of such successor Person instead of the Corporation
and subject to all the terms, conditions and limitations in this Indenture
prescribed, the Debenture Trustee or the Authenticating Agent shall
authenticate and deliver any Securities which previously shall have been signed
and delivered by the officers of the Corporation to the Debenture Trustee or
the Authenticating Agent for authentication, and any Securities which such
successor Person thereafter shall cause to be signed and delivered to the
Debenture Trustee or the Authenticating Agent for that purpose. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.


SECTION 10.03.                                                           Opinion
of Counsel to Be Given to Debenture Trustee.


The
Debenture Trustee, subject to the provisions of Sections 6.01 and 6.02, may
receive an Opinion of Counsel as conclusive evidence that any consolidation,
merger, sale, conveyance, transfer or lease, and any assumption, permitted or
required by the terms of this Article X complies with the provisions of this
Article X.


ARTICLE
XI

SATISFACTION AND DISCHARGE OF INDENTURE


SECTION 11.01.                                                           Discharge
of Indenture.


When
(a) the Corporation shall deliver to the Debenture Trustee for cancellation all
Securities theretofore authenticated (other than any Securities which shall
have been destroyed, lost or stolen and which shall have been replaced as
provided in Section 2.07) and not theretofore cancelled, or (b) all the
Securities not theretofore cancelled or delivered to the Debenture Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Debenture Trustee for the giving of
notice of redemption, and the Corporation 



 54
 









shall deposit or
cause to be deposited with the Debenture Trustee, in trust, funds for the
purpose and in an amount sufficient to pay on the Maturity Date or upon
redemption all of the Securities (other than any Securities which shall have
been destroyed, lost or stolen and which shall have been replaced as provided
in Section 2.07) not theretofore cancelled or delivered to the Debenture Trustee
for cancellation, including principal and Interest due or to become due to the
Maturity Date or redemption date, as the case may be, but excluding, however,
the amount of any moneys for the payment of principal of or Interest on the
Securities (1) theretofore repaid to the Corporation in accordance with the
provisions of Section 11.04, or (2) paid to any State or to the District of
Columbia pursuant to its unclaimed property or similar laws, and if in either
case the Corporation shall also pay or cause to be paid all other sums payable
hereunder by the Corporation, then this Indenture shall cease to be of further
effect except for the provisions of Sections 2.02, 2.03, 2.04, 2.06, 2.07,
2.10, 2.11, 3.01, 3.02, 3.04, 4.01, 4.02, 5.02, 5.04, 6.05, 6.06, 6.10 and
11.04, Article XVII and Article XVIII, which shall survive until such
Securities shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04
shall survive, and the Debenture Trustee, on demand of the Corporation
accompanied by any Officers’ Certificate and an Opinion of Counsel and at the
cost and expense of the Corporation, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture; the Corporation,
however, hereby agrees to reimburse the Debenture Trustee for any costs or
expenses thereafter reasonably and properly incurred by the Debenture Trustee
in connection with this Indenture or the Securities.


SECTION 11.02.                                                           Deposited
Moneys and U.S. Government Obligations to Be Held in Trust by Debenture
Trustee.


Subject
to the provisions of Section 11.04, all moneys and U.S. Government Obligations
deposited with the Debenture Trustee pursuant to Sections 11.01 or 11.05 shall
be held in trust and applied by it to the payment, either directly or through
any paying agent (including the Corporation if acting as its own paying agent),
to the holders of the particular Securities for the payment of which such
moneys or U.S. Government Obligations have been deposited with the Debenture
Trustee, of all sums due and to become due thereon for principal and Interest.


The
Corporation shall pay and indemnify the Debenture Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 11.05 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the holders of outstanding Securities.


SECTION 11.03.                                                           Paying
Agent to Repay Moneys Held.


Upon
the satisfaction and discharge of this Indenture all moneys then held by any
paying agent of the Securities (other than the Debenture Trustee) shall, upon
written demand of the Corporation, be repaid to it or paid to the Debenture
Trustee, and thereupon such paying agent shall be released from all further
liability with respect to such moneys.



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SECTION 11.04.                                                           Return
of Unclaimed Moneys.


Any
moneys deposited with or paid to the Debenture Trustee or any paying agent for
payment of the principal of or Interest on Securities and not applied but remaining
unclaimed by the holders of Securities for two years after the date upon which
the principal of or Interest on such Securities, as the case may be, shall have
become due and payable, shall be repaid to the Corporation by the Debenture
Trustee or such paying agent on written demand; and the holder of any of the
Securities shall thereafter look only to the Corporation for any payment which
such holder may be entitled to collect and all liability of the Debenture
Trustee or such paying agent with respect to such moneys shall thereupon cease.


SECTION 11.05.                                                           Defeasance
Upon Deposit of Moneys or U.S. Government Obligations.


The
Corporation shall be deemed to have been Discharged (as defined below) from its
obligations with respect to the Securities after the applicable conditions set
forth below have been satisfied:


(a)           the Corporation shall have deposited
or caused to be deposited irrevocably with the Debenture Trustee or the
Defeasance Agent (as defined below), under the terms of an escrow trust
agreement satisfactory to the Debenture Trustee, as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of
the holders of the Securities (i) money in an amount, or (ii) U.S. Government
obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide, not later than one day
before the due date of any payment, money at such time or times as payments are
due and payable on the Securities in an amount, or (iii) a combination of (i)
and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Debenture Trustee and the
Defeasance Agent, if any, to pay and discharge each installment of principal of
and Interest on the outstanding Securities on the dates such installments of
principal or Interest are due;


(b)           no Default or Event of Default
(including as a result of such deposit) with respect to the Securities shall
have occurred and be continuing on the date of such deposit;


(c)           such deposit and the related intended
consequence will not result in any default or event of default under any
material indenture, agreement or other instrument binding upon the Corporation
or its Subsidiaries or any of their properties;


(d)           the Corporation shall have delivered
to the Debenture Trustee and the Defeasance Agent, if any, an opinion of
independent tax counsel or a private letter ruling issued by the Internal
Revenue Service satisfactory to the Debenture Trustee to the effect that
holders of the Securities will not recognize income, gain or loss for United
States federal income tax purposes as a result of the exercise of the option
under this Section 11.05 and will be subject to United States federal income
tax on the same amount and in the same manner and at the same times as would
have been the case if such option had not been exercised; and


(e)           the Corporation shall have delivered
to the Trustee and the Defeasance Agent, if any, an Officer’s Certificate and
an Opinion of Counsel each stating that all conditions precedent 



 56
 









herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with.


“Discharged”
means that the Corporation shall be deemed to have paid and discharged the
entire indebtedness represented by, and obligations under, the Securities and
to have satisfied all the obligations under this Indenture relating to the
Securities (and the Debenture Trustee, at the expense of the Corporation, shall
execute proper instruments acknowledging the same), except (A) the rights of
holders of Securities to receive, from the trust fund described in clause (1)
above, payment of the principal of and the Interest on the Securities when such
payments are due; (B) the Corporation’s obligations with respect to the
Securities under Sections 2.06, 2.07, 5.02, 5.04, 6.05 and 11.04 and Article
XVII; and (C) the rights, powers, trusts, duties, privileges and immunities of
the Debenture Trustee hereunder.


“Defeasance
Agent” means another financial institution which is eligible to act as
Debenture Trustee hereunder and which assumes all of the obligations of the
Debenture Trustee necessary to enable the Debenture Trustee to act hereunder.
In the event such a Defeasance Agent is appointed pursuant to this Section, the
following conditions shall apply:


(a)           The Debenture Trustee shall have
approval rights over the document appointing such Defeasance Agent and the
document setting forth such Defeasance Agent’s rights and responsibilities; and


(b)           The Defeasance Agent shall provide
verification to the Debenture Trustee acknowledging receipt of sufficient money
and/or U.S. Government Obligations to meet the applicable conditions set forth
in this Section 11.05.


No such
defeasance shall be effective to relieve the Corporation from its obligation to
convert the Securities in accordance with their terms.


ARTICLE
XII

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS AND DIRECTORS


SECTION 12.01.                                                           Indenture
and Securities Solely Corporate Obligations.


No
recourse for the payment of the principal of or Interest on any Security, or
for any claim based thereon or otherwise in respect thereof, and no recourse
under or upon any obligation, covenant or agreement of the Corporation in this
Indenture, or in any Security, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder,
officer or director, as such, past, present or future, of the Corporation or of
any successor Person to the Corporation, either directly or through the
Corporation or any successor Person to the Corporation, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the
Securities.



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ARTICLE
XIII

PURCHASE AT THE OPTION OF HOLDER

UPON CHANGE IN CONTROL


SECTION 13.01.                                                           Repurchase
Right.


In the
event that a Change in Control shall occur while any of the Securities are
outstanding, each Holder shall have the right (the “Repurchase Right”), at the
Holder’s option to require the Corporation to repurchase, and upon the exercise
of such right the Corporation shall repurchase, all of such Holder’s Securities
not theretofore called for redemption, or any portion of the principal amount
thereof that is equal to $50.00 or any integral multiple thereof (provided that
no single Security may be repurchased in part unless the portion of the
principal amount of such Security to be outstanding after such repurchase is
equal to $50.00 or integral multiples thereof), on the date (the “Repurchase
Date”) that is the 60th day following the effective date of the Change in
Control at a repurchase price in cash equal to 100% of the principal amount of
the Securities to be repurchased, plus accrued and unpaid Interest (including
Deferred Interest and Contingent Interest, if any) to, but excluding, the
Repurchase Date (the “Repurchase Price”).


SECTION 13.02.                                                           Notices,
Method of Exercised Repurchase Right.


As
promptly as practicable following the date the Corporation publicly announces
such transaction but in no event less than 15 days prior to the anticipated
effective date of a Change in Control, the Corporation shall give to all
Holders of Securities notice of the Change in Control transaction and of the
Repurchase Right set forth herein arising as a result thereof (the “Company
Notice”).  The Corporation shall also
deliver a copy of such notice to the Debenture Trustee, in its capacity as such
and as Property Trustee.  Each notice of
a Repurchase Right shall state:


(i)            a
brief description of the event or events constituting the Change in Control and
the Repurchase Date;


(ii)           the
date by which the Repurchase Right must be exercised, which shall be the second
Business Day prior to the Repurchase Date;


(iii)          the
Repurchase Price;


(iv)          a
description of the procedure which a Holder must follow to exercise a
Repurchase Right, and the place or places where such Securities, are to be
surrendered for payment of the Repurchase Price and accrued and unpaid
Interest, if any;


(v)           that
on the Repurchase Date the Repurchase Price and accrued and unpaid Interest, if
any, will become due and payable upon each such Security designated by the
Holder to be repurchased, and that Interest thereon shall cease to accrue on
and after said date;


(vi)          the
Conversion Rate then in effect and the place where such Securities may be
surrendered for conversion;



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(vii)         that
the Repurchase Notice is irrevocable and that Securities as to which a
Repurchase Notice has been given may not thereafter be converted;


(viii)        the
place or places where such Securities, together with the Repurchase Notice are
to be delivered for payment of the Repurchase Price and accrued and unpaid
Interest, if any; and


(ix)           whether
the Conversion Rate will be increased by a number of Make-Whole Shares upon
conversion in accordance with the provisions of Section 17.04.


No
failure of the Corporation to give the foregoing notices or defect therein
shall limit any Holder’s right to exercise a Repurchase Right or affect the
validity of the proceedings for the repurchase of Securities.


SECTION 13.03.                                                           Repurchase
Date; Exercise of Right.


(a)           To exercise the repurchase right set
forth in this Article XIII in respect of all or a portion of the Securities,
the Securityholder thereof shall deliver to the Corporation and Debenture
Trustee, no later than the second Business Day prior to the Repurchase Date, an
irrevocable written notice substantially in the form set forth on the reverse
of the form of Security attached as Exhibit A hereto (the “Repurchase Notice”)
setting forth the principal amount of Securities to be repurchased and, if such
Securities are in certificated form, surrender to the Debenture Trustee the
Securities to be repurchased, duly endorsed or assigned to the Corporation or
in blank. In addition, a holder of Preferred Securities may exercise its right
under the Trust Agreement to exchange such Preferred Securities for Securities
which shall be repurchased by the Corporation by delivering to the Exchange
Agent an irrevocable Notice of Repurchase Election (as such term is defined in
the Declaration) setting forth the information required thereby and directing
the Exchange Agent (i) to exchange such Preferred Security for a portion of the
Securities held by the Trust (at an exchange rate of $50.00 principal amount of
Securities for each Preferred Security), and (ii) to immediately require the
Corporation to repurchase such Securities on the Repurchase Date, on behalf of
such holder of Preferred Securities pursuant to this Article XIII and, if such
Preferred Securities are in certificated form, surrendering such Preferred
Securities, duly endorsed or assigned to the Corporation or in blank. So long
as any Preferred Securities are outstanding, the Trust shall not exercise the
Repurchase Right in respect of any Securities except pursuant to a Notice of
Repurchase Election delivered to the Exchange Agent by a holder of Preferred
Securities.


(b)           In the event a Repurchase Right shall
be exercised in accordance with the terms hereof, the Corporation shall pay or
cause to be paid to the Debenture Trustee the Repurchase Price in cash, as
provided above, for payment to the Holder on the Repurchase Date, together with
accrued and unpaid Interest (including Deferred Interest and Contingent
Interest, if any)  to the Repurchase Date
payable in cash with respect to the Securities as to which the Repurchase Right
has been exercised.


(c)           If any Security (or portion thereof)
surrendered for repurchase shall not be so paid on the Repurchase Date, the
principal amount of such Security (or portion thereof, as the case 



 59
 









may be) shall, until paid, bear Interest to
the extent permitted by applicable law from the Repurchase Date at the rate of
Interest on the Security.


Any
Security which is to be repurchased only in part shall be surrendered to the
Debenture Trustee (with, if the Corporation or the Debenture Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Corporation and the Debenture Trustee duly executed by the
Holder thereof or his attorney duly authorized in writing), and the Corporation
shall execute, and the Debenture Trustee shall authenticate and make available
for delivery to the Holder of such Security without service charge, a new
Security or Securities, containing identical terms and conditions, each in an
authorized denomination in aggregate principal amount equal to and in exchange
for the unrepurchased portion of the principal of the Security so surrendered.


The
Corporation shall comply with the requirements of the Securities Exchange Act of
1934 and any other securities laws and regulations thereunder to the extent
such laws and regulations are applicable in connection with the repurchase of
the Securities as a result of a Change in Control.


ARTICLE
XIV

REDEMPTION OF SECURITIES


SECTION 14.01.                                                           Special
Event Redemption.


If, a
Special Event that adversely affects the status of the Trust, the Preferred
Securities or the Securities has occurred and is continuing, the Corporation
shall have the right, at any time following the occurrence of such Special
Event, upon (i) not less than 45 days written notice to the Debenture Trustee
and (ii) not less than 20 days nor more than 60 days written notice to the
Securityholders, to redeem the Securities, in whole (but not in part), at the
Redemption Price. The Redemption Price shall be paid prior to 12:00 noon, New
York City time, on the date of such redemption or such earlier time as the
Corporation determines, provided that the Corporation shall deposit with the
Debenture Trustee an amount sufficient to pay the Redemption Price by 10:00
a.m., New York City time, on the date such Redemption Price is to be paid.


SECTION 14.02.                                                           Optional
Redemption by Corporation.


Subject
to Section 14.01, the Securities shall not be redeemable at the option of the
Corporation prior to October 15, 2012. 
The Corporation shall have the right to redeem the Securities, in whole
or in part, on one or more occasions at any time on or after October 15, 2012
if the Closing Price of the Common Stock for 20 Trading Days in a period of 30
consecutive Trading Days ending on the Trading Day prior to the mailing of the
notice of redemption exceeds 130% of the then prevailing Conversion Price.


If the
Securities are only partially redeemed pursuant to this Section 14.02, the
Securities to be redeemed shall be selected on a pro rata basis not more than
60 days prior to the date fixed for redemption from the outstanding Securities
not previously called for redemption, provided,




 60
 









however,
that with respect to Securityholders that would be required to hold Securities
with an aggregate principal amount of less than $5,000 but more than an
aggregate principal amount of zero as a result of such pro rata redemption, the
Corporation shall redeem Securities of each such Securityholder so that after
such redemption such Securityholder shall hold Securities either with an
aggregate principal amount of at least $5,000 or such Securityholder no longer
holds any Securities, and shall use such method (including, without limitation,
by lot) as the Corporation shall deem fair and appropriate, provided further that any such proration
may be made on the basis of the aggregate principal amount of Securities held
by each Securityholder and may be made by making such adjustments as the
Corporation deems fair and appropriate in order that only Securities in
denominations of $50.00 or integral multiples thereof shall be redeemed. The
Redemption Price shall be paid prior to 12:00 noon, New York City time, on the
date of such redemption or at such earlier time as the Corporation determines,
provided that the Corporation shall deposit with the Debenture Trustee an
amount sufficient to pay the Redemption Price by 10:00 a.m., New York City
time, on the date such Redemption Price is to be paid.


SECTION 14.03.                                                           No
Sinking Fund.


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


SECTION 14.04.                                                           Notice
of Redemption; Selection of Securities.


In
case the Corporation shall desire to exercise the right to redeem all, or, as
the case may be, any part of the Securities in accordance with their terms, it
shall fix a date for redemption and shall mail a notice of such redemption at
least 20 and not more than 60 days prior to the date fixed for redemption to
the holders of Securities to be so redeemed as a whole or in part at their last
addresses as the same appear on the Security Register. For purposes of the
calculation of the date of redemption and the dates on which notices are given
pursuant to this Section 14.04, a redemption notice shall be deemed to be given
on the day such notice is first mailed by first-class mail, postage prepaid, to
holders. The notice if mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the holder
receives such notice. In any case, failure to give such notice by mail or any
defect in the notice to the holder of any Security designated for redemption as
a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security.


Each
such notice of redemption shall specify the CUSIP number of the Securities to
be redeemed, the date fixed for redemption, the Redemption Price at which the
Securities are to be redeemed (or the method by which such Redemption Price is
to be calculated), the place or places of payment that payment will be made
upon presentation and surrender of the Securities, that Interest accrued to the
date fixed for redemption will be paid as specified in said notice, that on and
after said date Interest thereon or on the portions thereof to be redeemed will
cease to accrue, the then-current Conversion Price, the name and address of the
paying agent and the Conversion Agent, that the Securities called for
redemption may be converted at any time before 5:00 p.m. New York City time on
the Business Day immediately preceding the redemption date and that
Securityholders who wish to convert Securities must satisfy the requirements in
the Indenture and the Securities. If less than all the Securities are to be
redeemed, the notice of redemption shall specify the principal amount of the
Securities to be redeemed. In case any Security is to be redeemed in part only,
the notice of redemption shall state the portion of the 



 61
 









principal amount
thereof to be redeemed and shall state that on and after the date fixed for
redemption, upon surrender of such Security, a new Security or Securities in
principal amount equal to the portion thereof that has not been redeemed will
be issued.


By
10:00 a.m. New York City time on the redemption date specified in the notice of
redemption given as provided in this Section, the Corporation will deposit with
the Debenture Trustee or with one or more paying agents an amount of money
sufficient to redeem on the redemption date all the Securities so called for
redemption at the appropriate Redemption Price.


The
Corporation will give the Debenture Trustee notice not less than 45 days prior
to the redemption date as to the aggregate principal amount of Securities to be
redeemed and the Debenture Trustee shall select, in such manner as in its sole
discretion it shall deem appropriate and fair, the Securities or portions
thereof (in integral multiples of $50.00, except as otherwise set forth in the
applicable form of Security) to be redeemed.


SECTION 14.05.                                                           Payment
of Securities Called for Redemption.


If
notice of redemption has been given to Securityholders as provided in Section
14.04, the Securities or portions of Securities with respect to which such
notice has been given shall become due and payable on the date and at the place
or places stated in such notice at the Redemption Price (subject to the rights
of holders of Securities at the close of business on a regular record date to
receive Interest in respect of an Interest Payment Date occurring on or prior
to the Redemption Date), and on and after said date (unless the Corporation
shall default in the payment of such Securities at the Redemption Price)
Interest on the Securities or portions of Securities so called for redemption
shall cease to accrue. On presentation and surrender of such Securities at a
place of payment specified in said notice, the said Securities or the specified
portions thereof shall be paid and redeemed by the Corporation at the
Redemption Price (subject to the rights of holders of Securities on the close
of business on a regular record date to receive Interest in respect of an
Interest Payment Date occurring on or prior to the Redemption Date).


Upon
presentation of any Security redeemed in part only, the Corporation shall
execute and the Debenture Trustee shall authenticate and make available for
delivery to the holder thereof, at the expense of the Corporation, a new
Security or Securities of authorized denominations, in principal amount equal
to the portion of the Security so presented that has not been redeemed.


SECTION 14.06.                                                           Conversion
Arrangement on Call for Redemption.


In
connection with any redemption of Securities, the Corporation may arrange for
the purchase and conversion of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to
the Trustee in trust for the Holders, on or before the Redemption Date, an
amount not less than the applicable Redemption Price of such Securities.
Notwithstanding anything to the contrary contained in this Article XIV, the
obligation of the Corporation to pay the Redemption Price of such Securities
shall be deemed to be satisfied and discharged to the extent such amount is so
paid by such purchasers. If such an agreement is entered into, a copy of which
shall be filed with the Trustee prior to the Redemption Date, any Securities
not duly surrendered for conversion by the Holders thereof, may, at the 



 62
 









option of the
Corporation, be deemed, to the fullest extent permitted by law, acquired by
such purchasers from such Holders and (notwithstanding anything to the contrary
contained in Article XVII) surrendered by such purchasers for conversion, all
as of immediately prior to the close of business on the Redemption Date (and
the right to convert any such Securities shall be deemed to have been extended
through such time), subject to payment of the above amount as aforesaid. At the
written direction of the Corporation, the Debenture Trustee shall hold and
dispose of any such amount paid to it in the same manner as it would monies
deposited with it by the Corporation for the redemption of Securities. Without
the Debenture Trustee’s prior written consent, no arrangement between the
Corporation and such purchasers for the purchase and conversion of any
Securities shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Debenture Trustee as set forth in this
Indenture, and the Corporation agrees to indemnify the Debenture Trustee from,
and hold it harmless against, any and all loss, liability or expense arising
out of or in connection with any such arrangement for the purchase and
conversion of any Securities between the Corporation and such purchasers,
including advancement of the costs and expenses incurred by the Debenture
Trustee in the defense of any claim or liability arising out of or in
connection with the exercise or performance of any of its powers, duties,
responsibilities or obligations under this Indenture. Nothing in the preceding
sentence shall be deemed to limit the rights, privileges, immunities and
protections afforded to the Debenture Trustee in Article VI. Nothing in this
Section 14.06 shall affect the right of the Holders to receive the full
Redemption Price on the Redemption Date.


ARTICLE
XV

SUBORDINATION OF SECURITIES


SECTION 15.01.                                                           Agreement
to Subordinate.


The
Corporation covenants and agrees, and each holder of Securities issued
hereunder likewise covenants and agrees, that the Securities shall be issued
subject to the provisions of this Article XV; and each holder of a Security,
whether upon original issue or upon transfer or assignment thereof, accepts and
agrees to be bound by such provisions.


The
payment by the Corporation of the principal of and Interest on all Securities
issued hereunder shall, to the extent and in the manner hereinafter set forth,
be subordinated and junior in right of payment to all Senior Indebtedness,
whether outstanding at the date of this Indenture or thereafter incurred.


No
provision of this Article XV shall prevent the occurrence of any Default or
Event of Default hereunder.


SECTION 15.02.                                                           Default
on Senior Indebtedness.


In the
event and during the continuation of any default by the Corporation in the
payment of principal, interest or any other payment due on any Senior
Indebtedness, or in the event that any event of default exists with respect to
any Senior Indebtedness that permits the holders of such Senior Indebtedness to
accelerate the maturity of such Senior Indebtedness, or if any judicial
proceeding shall be pending with respect to any such default or event of
default, then, in any such case, no payment shall be made by the Corporation
with respect to the principal



 63















(including
redemption payments) of or Interest on the Securities or any other amounts
which may be due on the Securities pursuant to the terms hereof or otherwise.


In the
event of the acceleration of the maturity of the Securities, then no payment
shall be made by the Corporation with respect to the principal (including
redemption payments) or Interest on the Securities or any other amounts which
may be due on the Securities pursuant to the terms hereof or otherwise until
the holders of all Senior Indebtedness outstanding at the time of such
acceleration shall receive payment in full (whether in cash, cash equivalents
or any other manner reasonably satisfactory to the holders of Senior
Indebtedness) of such Senior Indebtedness (including any amounts due upon
acceleration).


In the
event that, notwithstanding the foregoing, any payment shall be received by the
Debenture Trustee or otherwise by or for the benefit of the Securityholders
when such payment is prohibited by the preceding paragraphs of this Section 15.02,
such payment shall be held in trust for the benefit of, and shall be paid over
or delivered to, the holders of Senior Indebtedness or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Indebtedness may have been issued, as their respective
interests may appear, but only to the extent that the holders of the Senior
Indebtedness (or their representative or representatives or a trustee) notify
the Debenture Trustee in writing within 90 days of such payment of the amounts
then due and owing on such Senior Indebtedness, and only the amounts specified
in such notice to the Debenture Trustee shall be paid to the holders of such
Senior Indebtedness.


SECTION 15.03.                                                           Liquidation;
Dissolution; Bankruptcy.


Upon
any payment by the Corporation or distribution of assets of the Corporation of
any kind or character, whether in cash, property or securities, to creditors
upon the Corporation’s liquidation, dissolution, winding up, reorganization,
assignment for the benefit of its creditors, marshaling of its assets or any
bankruptcy, insolvency, debt restructuring or similar proceedings in connection
with any insolvency or bankruptcy proceeding involving the Corporation, all
Senior Indebtedness of the Corporation shall first be paid in full (whether in
cash, cash equivalents or any other manner reasonably satisfactory to the
holders of Senior Indebtedness) before any payment is made by the Corporation
on account of the principal of or Interest on the Securities or any other
amounts which may be due on the Securities pursuant to the terms hereof or
otherwise; and upon any such event, any payment by the Corporation, or
distribution of assets of the Corporation of any kind or character, whether in
cash, property or securities, which the Securityholders or the Debenture
Trustee would be entitled to receive from the Corporation, except for the
provisions of this Article XV, shall be paid by the Corporation or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the Securityholders or by the
Debenture Trustee under the Indenture if received by them or it, directly to
the holders of Senior Indebtedness of the Corporation (pro rata to such holders
on the basis of the respective amounts of Senior Indebtedness held by such
holders, as calculated by the Corporation) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, to the extent necessary to pay all
such Senior Indebtedness in full (whether in cash, cash equivalents or any
other manner reasonably satisfactory to the holders of Senior Indebtedness)
after giving effect to 



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any concurrent
payment or distribution to or for the holders of such Senior Indebtedness,
before any payment or distribution is made to the Securityholders or to the
Debenture Trustee.


In the
event that, notwithstanding the foregoing, any payment or distribution of
assets of the Corporation of any kind or character prohibited by the foregoing,
whether in cash, property or securities, shall be received by the Debenture
Trustee before all Senior Indebtedness is paid in full (whether in cash, cash
equivalents or any other manner reasonably satisfactory to the holders of
Senior Indebtedness), such payment or distribution shall be held in trust for
the benefit of and shall be paid over or delivered to the holders of such
Senior Indebtedness or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, as their respective
interests may appear, as calculated by the Corporation, for application to the
payment of all Senior Indebtedness remaining unpaid to the extent necessary to
pay all such Senior Indebtedness in full (whether in cash, cash equivalents or
any other manner reasonably satisfactory to the holders of Senior
Indebtedness), after giving effect to any concurrent payment or distribution to
or for the benefit of the holders of such Senior Indebtedness.


The
consolidation of the Corporation with, or the merger of the Corporation into,
another Person or the liquidation or dissolution of the Corporation following
the sale, conveyance, transfer or lease of its property as an entirety, or
substantially as an entirety, to another Person upon the terms and conditions
provided for in Article X of this Indenture shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section
15.03 if such other Person shall, as a part of such consolidation, merger,
sale, conveyance, transfer or lease, comply with the conditions stated in
Article X of this Indenture. Nothing in Section 15.02 or in this Section 15.03
shall apply to claims of, or payments to, the Debenture Trustee under or
pursuant to Section 6.06 of this Indenture.


SECTION 15.04.                                                           Subrogation.


Subject
to the payment in full (whether in cash, cash equivalents or any other manner
reasonably satisfactory to the holders of Senior Indebtedness) of all Senior
Indebtedness, the rights of the Securityholders shall be subrogated to the
rights of the holders of such Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Corporation, as the case
may be, applicable to such Senior Indebtedness until the principal of and
Interest on the Securities shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of such Senior
Indebtedness of any cash, property or securities to which the Securityholders
or the Debenture Trustee would be entitled except for the provisions of this
Article XV, and no payment over pursuant to the provisions of this Article XV
to or for the benefit of the holders of such Senior Indebtedness by
Securityholders or the Debenture Trustee, shall, as between the Corporation,
its creditors other than holders of Senior Indebtedness of the Corporation, and
the holders of the Securities, be deemed to be a payment by the Corporation to
or on account of such Senior Indebtedness. It is understood that the provisions
of this Article XV are and are intended solely for the purposes of defining the
relative rights of the holders of the Securities, on the one hand, and the
holders of such Senior Indebtedness on the other hand.



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Nothing
contained in this Article XV or elsewhere in this Indenture or in the
Securities is intended to or shall impair, as between the Corporation, its
creditors other than the holders of Senior Indebtedness of the Corporation, and
the holders of the Securities, the obligation of the Corporation, which is
absolute and unconditional, to pay to the holders of the Securities the
principal of and Interest on the Securities as and when the same shall become
due and payable in accordance with their terms, or is intended to or shall
affect the relative rights of the holders of the Securities and creditors of
the Corporation, as the case may be, other than the holders of Senior
Indebtedness of the Corporation, as the case may be, nor shall anything herein
or therein prevent the Debenture Trustee or the holder of any Security from
exercising all remedies otherwise permitted by applicable law upon Default
under the Indenture, subject to the rights, if any, under this Article XV of
the holders of such Senior Indebtedness in respect of cash, property or
securities of the Corporation, as the case may be, received upon the exercise
of any such remedy.


Upon
any payment or distribution of assets of the Corporation referred to in this
Article XV, the Debenture Trustee, subject to the provisions of Article VI of
this Indenture, and the Securityholders shall be entitled to conclusively rely
upon any order or decree made by any court of competent jurisdiction in which
such dissolution, winding-up, liquidation or reorganization proceedings are
pending, or a certificate of the receiver, trustee in bankruptcy, liquidation
trustee, agent or other Person making such payment or distribution, delivered
to the Debenture Trustee or to the Securityholders, for the purposes of
ascertaining the Persons entitled to participate in such distribution, the
holders of Senior Indebtedness and other indebtedness of the Corporation, as
the case may be, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article XV.


SECTION 15.05.                                                           Debenture
Trustee to Effectuate Subordination.


Each
Securityholder by such Securityholder’s acceptance thereof authorizes and
directs the Debenture Trustee on such Securityholder’s behalf to take such
action as may be necessary or appropriate to effectuate the subordination
provided in this Article XV and appoints the Debenture Trustee such
Securityholder’s attorney-in-fact for any and all such purposes.


SECTION 15.06.                                                           Notice
by the Corporation.


The
Corporation shall give prompt written notice to a Responsible Officer of the
Debenture Trustee of any fact known to the Corporation that would prohibit the
making of any payment of monies to or by the Debenture Trustee in respect of
the Securities pursuant to the provisions of this Article XV. Notwithstanding
the provisions of this Article XV or any other provision of this Indenture, the
Debenture Trustee shall not be charged with knowledge of the existence of any
facts that would prohibit the making of any payment of monies to or by the
Debenture Trustee in respect of the Securities pursuant to the provisions of
this Article XV, unless and until a Responsible Officer of the Debenture
Trustee shall have received written notice thereof from the Corporation or a
holder or holders of Senior Indebtedness or from any trustee therefor; and
before the receipt of any such written notice, the Debenture Trustee, subject
to the provisions of Article VI of this Indenture, shall be entitled in all
respects to assume that no such facts exist; provided,
however, that if the Debenture Trustee shall not have received the
notice provided for in this Section 15.06 at least three Business Days prior to
the date upon 



 66
 









which by the terms
hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of or Interest on any Security), then,
anything herein contained to the contrary notwithstanding, the Debenture
Trustee shall have full power and authority to receive such money and to apply
the same to the purposes for which they were received, and shall not be
affected by any notice to the contrary that may be received by it within three
Business Days prior to such date.


The
Debenture Trustee, subject to the provisions of Article VI, shall be entitled
to conclusively rely on a written notice delivered to it by a Person
representing himself to be a holder of Senior Indebtedness of the Corporation
or a trustee or a representative on behalf of such holder, as the case may be,
to establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee or a representative on behalf of any such holder or
holders. In the event that the Debenture Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a
holder of such Senior Indebtedness to participate in any payment or distribution
pursuant to this Article XV, the Debenture Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Debenture Trustee as to
the amount of such Senior Indebtedness held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and any
other facts pertinent to the rights of such Person under this Article XV, and,
if such evidence is not furnished, the Debenture Trustee may defer any payment
to such Person pending judicial determination as to the right of such Person to
receive such payment.


Upon
any payment or distribution of assets of the Corporation referred to in this
Article XV, the Debenture Trustee and the Securityholders shall be entitled to
conclusively rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding-up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, liquidating trustee,
custodian, receiver, assignee for the benefit of creditors, agent or other
person making such payment or distribution, delivered to the Debenture Trustee
or to the Securityholders, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of Senior
Indebtedness and other indebtedness of the Corporation, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article XV.


SECTION 15.07.                                                           Rights
of the Debenture Trustee; Holders of Senior Indebtedness.


The
Debenture Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article XV in respect of any Senior Indebtedness at
any time held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Debenture Trustee
of any of its rights as such holder.


With
respect to the holders of Senior Indebtedness of the Corporation, the Debenture
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article XV, and no implied
covenants or obligations with respect to the holders of such Senior
Indebtedness shall be read into this Indenture against the Debenture Trustee.
The Debenture Trustee shall not be deemed to owe any fiduciary duty to the
holders of such Senior Indebtedness and, subject to the provisions of Article
VI of this Indenture, the 



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Debenture Trustee
shall not be liable to any holder of such Senior Indebtedness if it shall pay
over or deliver to Securityholders, the Corporation or any other Person money
or assets to which any holder of such Senior Indebtedness shall be entitled by
virtue of this Article XV or otherwise.


Nothing
in this Article XV shall apply to claims of, or payments to, the Debenture
Trustee under or pursuant to Section 6.06.


SECTION 15.08.                                                           Subordination
May Not Be Impaired.


No
right of any present or future holder of any Senior Indebtedness of the
Corporation to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Corporation, as the case may be, or by any act or failure to act, in good
faith, by any such holder, or by any noncompliance by the Corporation, as the
case may be, with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof that any such holder may have or otherwise
be charged with.


Without
in any way limiting the generality of the foregoing paragraph, the holders of
Senior Indebtedness of the Corporation may, at any time and from time to time,
without the consent of or notice to the Debenture Trustee or the
Securityholders, without incurring responsibility to the Securityholders and
without impairing or releasing the subordination provided in this Article XV or
the obligations hereunder of the holders of the Securities to the holders of
such Senior Indebtedness, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, such Senior Indebtedness, or otherwise amend or supplement in any manner
such Senior Indebtedness or any instrument evidencing the same or any agreement
under which such Senior Indebtedness is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing such Senior Indebtedness; (iii) release any Person liable in any
manner for the collection of such Senior Indebtedness; and (iv) exercise or
refrain from exercising any rights against the Corporation, as the case may be,
and any other Person.


ARTICLE XVI

EXTENSION OF INTEREST PAYMENT PERIOD


SECTION 16.01.                                                           Extension
of Interest Payment Period.


So
long as the Corporation is not in Default in the payment of Interest on the
Securities, the Corporation shall have the right, at any time and from time to
time during the term of the Securities, to defer payments of Interest (other
than Contingent Interest) by extending the interest payment period of such
Securities for a period not exceeding 20 consecutive quarterly periods,
including the first such quarterly period during such extension period (an “Extended
Interest Payment Period”), during which Extended Interest Payment Period no
Interest (other than Contingent Interest) shall be due and payable; provided
that no Extended Interest Payment Period shall end on a date other than an
Interest Payment Date or extend beyond the Maturity Date or, with respect to any
Securities called for redemption, the Redemption Date with respect to such
Securities. To the extent permitted by applicable law, Interest, the payment of
which has been deferred because of the extension of the interest payment period
pursuant to this Section 16.01,



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will bear interest
thereon at the Coupon Rate compounded quarterly for each quarterly period of
the Extended Interest Payment Period (“Compounded Interest”). At the end of the
Extended Interest Payment Period, the Corporation shall pay all Interest
accrued and unpaid on the Securities, including any Additional Sums, Liquidated
Damages and Compounded Interest (together, “Deferred Interest”) that shall be
payable to the holders of the Securities in whose names the Securities are
registered in the Security Register on the first record date preceding the end
of the Extended Interest Payment Period. Before the termination of any Extended
Interest Payment Period, the Corporation may further defer payments of Interest
(other than Contingent Interest) by further extending such period, provided
that such period, together with all such previous and further extensions within
such Extended Interest Payment Period, shall not exceed 20 consecutive
quarterly periods, including the first such quarterly period during such
Extended Interest Payment Period, end on a date other than an Interest Payment
Date or extend beyond the Maturity Date of the Securities or, with respect to
any Securities called for redemption, the Redemption Date with respect to such
Securities. Upon the termination of any Extended Interest Payment Period and
the payment of all Deferred Interest then due, the Corporation may commence a
new Extended Interest Payment Period, subject to the foregoing requirements. No
Interest (other than Contingent Interest) shall be due and payable during an
Extended Interest Payment Period, except at the end thereof, but the
Corporation may prepay at any time all or any portion of the Interest accrued
during an Extended Interest Payment Period. 
The payment of Contingent Interest may not, under any circumstances, be
subject to an Extended Interest Payment Period.


SECTION 16.02.                                                           Notice
of Extension.


(a)                                  If
the Property Trustee is the only registered holder of the Securities at the
time the Corporation selects an Extended Interest Payment Period or extends an
Extended Interest Payment Period, the Corporation shall give written notice to
the Administrators, the Property Trustee and the Debenture Trustee of its
selection of such Extended Interest Payment Period or its extension of an
Extended Interest Payment Period at least five Business Days before the earlier
of (i) the next date on which Distributions on the Preferred Securities are
payable, or (ii) the date the Property Trustee is required to give notice of
the record date or the payment date of such related Distributions for the first
quarter of such Extended Interest Payment Period to any national stock exchange
or other organization on which the Preferred Securities are listed or quoted,
if any, or to holders of the Preferred Securities as of the record date or the
payment date.


(b)                                 If
the Property Trustee is not the only holder of the Securities at the time the
Corporation selects an Extended Interest Payment Period or extends an Extended
Interest Payment Period, the Corporation shall give the holders of the
Securities and the Debenture Trustee written notice of its selection of such
Extended Interest Payment Period or its extension of an Extended Interest
Payment Period at least 10 Business Days before the earlier of (i) the Interest
Payment Date for the first quarter of such Extended Interest Payment Period, or
(ii) the date the Corporation is required to give notice of the record date or
payment date of such related Interest payment for the first quarter of such Extended
Interest Payment Period to any national stock exchange or other organization on
which the Securities are listed or quoted, if any, or to Holders of the
Securities as of the record date or the payment date.



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(c)                                  The
quarterly period in which any notice is given pursuant to paragraphs (a) or (b)
of this Section 16.02 shall be counted as one of the 20 quarterly periods
permitted in the maximum Extended Interest Payment Period permitted under
Section 16.01.


ARTICLE XVII

CONVERSION OF SECURITIES


SECTION 17.01.                                                           Conversion
Rights.


(a)                                  Subject
to and upon compliance with the provisions of this Article XVII, the Securities
are convertible, at the option of the Securityholder, at any time before 5:00
pm, New York City time, on the Business Day immediately preceding the date of
repayment of such Securities, whether at stated maturity or upon redemption,
into fully paid and nonassessable shares of Common Stock at an initial
conversion rate of 0.2500 shares of Common Stock for each $50.00 in aggregate
principal amount of Securities (equal to an initial Conversion Price of $200.00
per share of Common Stock), subject to adjustment as described in this Article
XVII (the “Conversion Rate”).  Subject to
Section 17.01(b) and (c), a Securityholder may convert any portion of the
principal amount of the Securities into that number of fully paid and
nonassessable shares of Common Stock (calculated as to each conversion to the
nearest 1/100th of a share) obtained by multiplying (x) the quotient obtained
by dividing the principal amount of the Securities to be converted by $50.00 by
(y) the Conversion Rate. In case a Security or portion thereof is called for
redemption, such conversion right in respect of the Security or portion so
called shall expire at 5:00 p.m., New York City time on the Business Day
immediately preceding the corresponding redemption date, unless the Corporation
defaults in making the payment due upon redemption.


(b)                                 Unless
the Corporation shall have made the election set forth in Section 17.01(c),
upon conversion of the Securities, the Corporation may satisfy its obligation
to deliver shares of Common Stock in the manner set forth in this Section
17.01(b) by electing to pay cash to Holders of Securities surrendered for
conversion in lieu of all or a portion of the shares of Common Stock issuable
upon conversion of such Securities. 
Within two Business Days following the Conversion Date, the Corporation
shall deliver to the Holder, through the Conversion Agent, written notice of
whether such Securities shall be converted into Common Stock or paid in cash or
a combination of cash and Common Stock, and if applicable, the percentage of
each share of Common Stock that will be paid in cash in lieu of Common
Stock.  The amount of cash payable in
such event in respect of the shares of Common Stock otherwise issuable upon
conversion shall equal the product of (1) the percentage of each share of
Common Stock otherwise issuable upon conversion which the Corporation elects to
pay in cash, (2) the number of shares of Common Stock otherwise issuable upon
conversion of such Security and (3) the average of the Closing Prices of the
Common Stock for each of the 10 consecutive Trading Days commencing on the
third Trading Day following the Conversion Date, appropriately adjusted to take
into account the occurrence during such period of stock splits and similar
events.  If the Corporation shall have
notified the Holder that all of such Securities shall be converted into Common
Stock or a combination of cash and Common Stock, the Corporation shall deliver
to the Holder through the Conversion Agent, as promptly as practicable
following the last Trading Day of the applicable 10 consecutive Trading Day
period, a certificate for the number of whole shares of Common Stock issuable
upon the conversion and, if applicable, cash in lieu of 



 70
 









such Common Stock and cash in lieu of any
fractional shares pursuant to Section 17.02(c).  The Corporation may not change its election
with respect to the consideration to be delivered upon conversion of a Security
once the Corporation has notified the Holder in accordance with this paragraph.


(c)                                  At
any time prior to the Maturity Date, the Corporation shall have the option to
unilaterally and irrevocably elect to settle its obligation to deliver shares
of Common Stock with respect to Securities to be converted following such
election in cash, and, if applicable, shares of Common Stock.  If the Corporation shall make this election,
then if a Holder surrenders its Securities for conversion, such holder will receive,
in respect of each $50.00 principal amount of Securities surrendered for
conversion:


(i)                                     cash in an amount
equal to the lesser of (A) $50.00 and (B) the Conversion Value (the “Required
Cash Amount”); and


(ii)                                  if the Conversion
Value is greater than $50.00, a number of shares of Common Stock (the “Remaining
Shares”), equal to the sum of the Daily Share Amounts for each of the ten
consecutive Trading Days in the Conversion Reference Period, subject to the
right of the Corporation to deliver cash in lieu of all or a portion of such
Remaining Shares as described below  (the
amounts referred to in Section 17.02(c)(i) and this Section 17.02(c)(ii) so
deliverable upon conversion of the Securities, the “Conversion Obligation”).


On any
day prior to the first Trading Day of the applicable Conversion Reference
Period, the Corporation may specify a percentage of the Daily Share Amount that
will be settled in cash (the “Cash Percentage”) and will notify the
Securityholder of such Cash Percentage through written notice to the Debenture
Trustee (the “Cash Percentage Notice”). If the Corporation elects to specify a
Cash Percentage, the amount of cash that the Corporation will deliver in
respect of each Trading Day in the applicable Conversion Reference Period will
equal the product of: (1) the Cash Percentage, (2) the Daily Share
Amount for such Trading Day, and (3) the Volume Weighted Average Price of
the Common Stock for such Trading Day (provided that after the consummation of
a Change in Control in which the consideration is comprised entirely of cash,
the amount used in this clause (3) will be the cash price per share of
Common Stock received by holders of Common Stock in such Change in Control).
The number of shares deliverable in respect of each Trading Day in the applicable
Conversion Reference Period will be a percentage of the Daily Share Amount
equal to 100% minus the Cash Percentage. If the Corporation does not specify a
Cash Percentage by the start of the applicable Conversion Reference Period, the
Corporation shall settle 100% of the Daily Share Amount for each Trading Day in
the applicable Conversion Reference Period with shares of Common Stock;
provided, however, that the Corporation will pay cash in lieu of fractional
shares otherwise issuable upon conversion of such Security, pursuant to
Section 17.02(c). The Corporation may, at its option, revoke any Cash
Percentage Notice through written notice to the Debenture Trustee prior to the
start of the applicable Conversion Reference Period.


In the
event of a stock split, combination, dividend or any other event resulting in
an adjustment to the Conversion Rate pursuant to Sections 17.03(a), (b), (c),
(d) or (e), during the applicable Conversion Reference Period, appropriate
adjustment to the equation for calculating 



 71
 









Conversion Value
and Remaining Shares shall be made, as determined by the Board of Directors.


The
cash and any shares of Common Stock due upon conversion of the Securities shall
be delivered through the Conversion Agent as promptly as practicable following
the end of the Conversion Reference Period applicable to the Securities being
converted but in any event no later than three (3) Business Days following the
last Trading Day of the applicable Conversion Reference Period.  Notwithstanding the foregoing, in the event
that a Holder converts Securities “in connection with” a Change in Control in
which the consideration for the Common Stock is comprised entirely of cash, the
Conversion Obligation will be calculated based solely on the Stock Price (as
such term is defined for purposes of Change in Control transactions involving
solely cash consideration) with respect to the transaction and will be deemed
to be an amount equal to the applicable Conversion Rate (including any
adjustment thereto pursuant to Section 17.04) multiplied by such Stock
Price.  In such event, the Conversion
Obligation shall be determined and paid to Holders in cash on the third Trading
Day following the surrender of the Securities for conversion.


SECTION 17.02.                                                           Conversion
Procedures.


(a)                                  To
convert all or a portion of the Securities, the Securityholder thereof shall
deliver to the Conversion Agent an irrevocable Conversion Request setting forth
the principal amount of Securities to be converted, together with the name or
names, if other than the Securityholder, in which the shares of Common Stock
should be issued upon conversion and, if such Securities are in certificated
form, surrender to the Conversion Agent the Securities to be converted, duly
endorsed or assigned to the Corporation or in blank. In addition, a holder of
Preferred Securities may exercise its right under the Declaration to exchange
such Preferred Securities for Securities which shall be converted into Common
Stock by delivering to the Conversion Agent an irrevocable Conversion Request
setting forth the information called for by the preceding sentence and
directing the Conversion Agent (i) to exchange such Preferred Security for a
portion of the Securities held by the Trust (at an exchange rate of $50.00
principal amount of Securities for each Preferred Security), and (ii) to
immediately convert such Securities, on behalf of such Securityholder, into
Common Stock pursuant to this Article XVII and, if such Preferred Securities
are in certificated form, surrendering such Preferred Securities, duly endorsed
or assigned to the Corporation or in blank. So long as any Preferred Securities
are outstanding, the Trust shall not convert any Securities into shares of
Common Stock except pursuant to a Conversion Request delivered to the
Conversion Agent by a holder of Preferred Securities.


Except
as described in this paragraph, no Interest will be payable on Securities
surrendered for conversion with respect to any Interest Payment Date subsequent
to the date of conversion and neither the Trust nor the Corporation shall make,
or be required to make, any payment, allowance or adjustment for accumulated
and unpaid Interest, whether or not in arrears, on Securities surrendered for
conversion. If any Securities are surrendered for conversion between the period
from 5:00 p.m., New York City time, on any record date through and including
the related Interest Payment Date, the Securities surrendered for conversion
must be accompanied by payment from the Securityholder in next day funds of an amount
equal to the Interest payment which the registered holder on such record date
is to receive, and such 



 72
 









Securityholder
shall be entitled to receive the Interest payable on the subsequent Interest
Payment Date on the portion of Securities to be converted, notwithstanding the
conversion thereof prior to such Interest Payment Date. The previous sentence
shall not apply in the case of Securities called for redemption on a Redemption
Date between a record date and a related Interest Payment Date and in the case
of any Securities surrendered for conversion after such Securities have been
called for redemption during an Extended Interest Payment Period as described
in the next sentence. If notice of redemption of Securities is mailed or
otherwise given to Securityholders, then, if any Securityholder converts any
Securities into Common Stock on any date on or after the date on which such
notice of redemption is mailed or otherwise given, and if such date of
conversion falls on any day from and including the first day of an Extended
Interest Payment Period and on or prior to the Interest Payment Date upon which
such Extended Interest Payment Period ends, such converting Securityholder
shall be entitled to receive either (i) if the date of such conversion falls after
a record date and on or prior to the next succeeding Interest Payment Date, all
accrued and unpaid Interest on such Securities to such Interest Payment Date,
or (ii) if the date of such conversion does not fall on a date described in
clause (i) above, all accrued and unpaid Interest on such Securities to the
most recent Interest Payment Date prior to the date of such conversion (even
though no Interest was paid on such date), which Interest shall, in either such
case, be paid to such converting Securityholder unless another Securityholder
was the record owner of such Securities as of 5:00 p.m., New York City time on
the record date for which such Interest payment is made, in which case such
Interest payment shall be paid to such other Securityholder. Except as
otherwise set forth above in this paragraph, in the case of any Security which
is converted, Interest (including Tax Original Issue Discount) which is payable
after the date of conversion of such Security shall not be payable, and the
Corporation shall not make nor be required to make any other payment,
adjustment or allowance with respect to accrued but unpaid Interest (including
Tax Original Issue Discount) on the Securities being converted, which shall be
deemed to be paid in full through delivery of the Common Stock (together with
the cash payment, if any, in lieu of fractional shares). If any Security called
for redemption is converted, any money deposited with the Debenture Trustee or
with any paying agent or so segregated and held in trust for the redemption of
such Security shall (subject to any right of the Securityholder) be paid to the
Corporation upon Corporation Request or, if then held by the Corporation, shall
be discharged from such trust.


Each
conversion shall be deemed to have been effected immediately prior to 5:00
p.m., New York City time, on the Business Day on which the Conversion Request
and any other required deliveries were received (the “Conversion Date”) by the
Conversion Agent from the Securityholder or from a holder of the Preferred
Securities effecting a conversion thereof pursuant to its conversion rights
under the Declaration, as the case may be. The person or persons entitled to
receive the Common Stock issuable upon such conversion shall be treated for all
purposes as a record holder or holders of such Common Stock as of the
Conversion Date.


(b)                                 Subject
to any right of the Securityholder, the fair market value of the fixed number
of shares of Common Stock into which the Securities are convertible (together
with the cash payment, if any, in lieu of fractional shares) shall be treated
as issued, to the extent thereof, (i) first, in exchange for accrued and unpaid
Interest (including Tax Original Issue Discount) on such Securities at the time
of such conversion, and (ii) second, the balance, if any, of such fair market
value of such Common Stock (and any cash payment) shall be treated as issued in
exchange for the principal amount at maturity of the portion of Securities so
converted.



 73
 









(c)                                  No
fractional shares of Common Stock shall be issued as a result of
conversion.  Subject to the immediately
following sentence, in lieu of any such fractional shares, the Corporation
shall pay to the Conversion Agent a cash adjustment in an amount equal to the
same fraction of the Closing Price of such fractional interest on the date on
which the Securities or Preferred Securities, as the case may be, were duly
surrendered to the Conversion Agent for conversion, or, if such day is not a
Trading Day, on the next Trading Day, and the Conversion Agent in turn shall
make such payment, if any, to the Securityholder or the holder of the Preferred
Securities so converted.  In the event
that the conversion obligation is settled in accordance with the provisions of
Section 17.01(c), a Holder of a Security otherwise entitled to a fractional
share will receive cash equal to the applicable portion of the arithmetic
average of the Volume Weighted Average price of Common Stock for each of the
ten consecutive Trading Days of the Conversion Reference Period.


(d)                                 In
the event of the conversion of any Security in part only, a new Security or
Securities for the unconverted portion thereof shall be issued in the name of
the Securityholder thereof upon the cancellation thereof in accordance with
Section 2.9.


(e)                                  In
effecting the conversion transactions described in this Section 17.02, the
Conversion Agent is acting as agent of the holders of Preferred Securities (in
the exchange of Preferred Securities for Securities) and as agent of the
Securityholders (in the conversion of Securities into Common Stock), as the
case may be, directing it to effect such conversion transactions. The
Conversion Agent is hereby authorized (i) to exchange Preferred Securities for
Securities held by the Trust from time to time in connection with the
conversion of such Preferred Securities in accordance with this Article XVII,
and (ii) to convert all or a portion of the Securities into Common Stock and
thereupon to deliver such shares of Common Stock in accordance with the
provisions of this Article XVII and to deliver to the Trust a new Security or
Securities for any resulting unconverted principal amount.


(f)                                    Any
certificates representing shares of Common Stock issuable upon conversion of
the Securities shall bear any legend required by Section 2.06.


(g)                                 The
Corporation shall at all times reserve and keep available out of its authorized
and unissued Common Stock, solely for issuance upon the conversion of the
Securities, free from any preemptive or other similar rights, such number of
shares of Common Stock as shall from time to time be issuable upon the
conversion of all the Securities then outstanding. Notwithstanding the
foregoing, the Corporation shall be entitled to deliver upon conversion of
Securities, shares of Common Stock reacquired and held in the treasury of the
Corporation (in lieu of the issuance of authorized and unissued shares of
Common Stock), so long as any such treasury shares are free and clear of all
liens, charges, security interests or encumbrances. Any shares of Common Stock
issued upon conversion of the Securities shall be duly authorized, validly
issued and fully paid and nonassessable. The Debenture Trustee shall deliver
the shares of Common Stock received upon conversion of the Securities to the
converting Securityholder free and clear of all liens, charges, security
interests and encumbrances, except for United States withholding taxes.



 74
 









SECTION 17.03.                                                           Conversion
Rate Adjustments.


The
Conversion Rate shall be subject to adjustment (without duplication) from time
to time as follows:


(a)                                  In
case the Corporation shall, while any of the Securities are outstanding,


(i)                                     pay a dividend or
make a distribution on its Common Stock payable in shares of its Common Stock,


(ii)                                  subdivide its shares
of Common Stock,


(iii)                               combine its outstanding
shares of Common Stock into a smaller number of shares, or


(iv)                              issue by recapitalization
or reclassification of its shares of Common Stock any shares of capital stock
of the Corporation,


then the
Conversion Rate in effect immediately prior to such action shall be adjusted so
that the Holder of a Security thereafter converted may receive the number of
shares of Capital Stock of the Corporation which such Holder would have owned
immediately following such action if such Holder had converted the Security
immediately prior to such action; provided, however, that no
adjustment shall be made to the Conversion Rate pursuant to this Section
17.03(a) as a result of any transaction which results in an adjustment to the
Conversion Rate in accordance with Section 17.04.


The
adjustment shall become effective immediately after the record date in the case
of a dividend or distribution and immediately after the effective date in the
case of a subdivision, combination or reclassification.


If
after an adjustment a Holder of a Security upon conversion of such Security may
receive shares of two or more classes of Capital Stock of the Corporation, the
Conversion Rate shall thereafter be subject to adjustment upon the occurrence
of an action taken with respect to any such class of Capital Stock as is
contemplated by this Article XVII with respect to the Common Stock, on terms
comparable to those applicable to Common Stock in this Article XVII.


(b)                                 In
case the Corporation shall, while any of the Securities are outstanding,
distribute any rights or warrants to all holders of its Common Stock entitling
them, for a period expiring within 60 days after the record date for such
distribution, to subscribe for or purchase shares of Common Stock or securities
convertible into such shares at a price per share less than (or having a
Conversion Price per share less than) the Average Closing Price, the Conversion
Rate shall be adjusted in accordance with the formula: 


	
  R’ = R 

  	
  x

  	
  (O + N)

  	
   

  
	
  (O + (N x P) /M)

  	
   

  



 


where:



 75
 









R’= the adjusted
Conversion Rate.


R = the current
Conversion Rate.


O =      the
number of shares of Common Stock outstanding on the record date for the
distribution to which this Section 17.03(b) is being applied.


N =      the number of additional
shares of Common Stock offered pursuant to the distribution.


P =        the
offering price per share of the additional shares.


M = the Average Closing
Price, minus, in the case of (i) a distribution to which
Section 17.03(a)(iv) applies or (ii) a distribution to which Section 17.03(c)
applies, for which, in each case, (x) the record date shall occur on or
before the record date for the distribution to which this Section 17.03(b)
applies and (y) the Ex-Dividend Time shall occur on or after the date of the
first public announcement for the distribution to which this
Section 17.03(b) applies, the fair market value (on the record date for
the distribution to which this Section 17.03(b) applies) of the


(1)                                  Capital
Stock of the Corporation distributed in respect of each share of Common Stock
in such Section 17.03(a)(iv) distribution and


(2)                                  assets
of the Corporation or debt securities or any rights, warrants or options to
purchase securities of the Corporation distributed in respect of each share of
Common Stock in such Section 17.03(c) distribution.


The
Board of Directors shall determine fair market values for the purposes of this
Section 17.03(b).


In the
event the Corporation makes a distribution pursuant to this
Section 17.03(b) which has a per share value equal to more than 15% of the
Closing Price of shares of Common Stock on the day preceding the declaration
date for such distribution, the Corporation will be required to give notice to
the holders of Securities at least 20 days prior to the Ex-Dividend Date for
such distribution.


The
adjustment shall become effective immediately after the record date for the
determination of shareholders entitled to receive the rights, warrants or
options to which this Section 17.03(b) applies. If all of the shares of
Common Stock subject to such rights, warrants or options have not been issued
when such rights, warrants or options expire, then the Conversion Rate shall
promptly be readjusted to the Conversion Rate that would then be in effect had
the adjustment upon the issuance of such rights, warrants or options been made
on the basis of the actual number of shares of Common Stock issued upon the
exercise of such rights, warrants or options.



 76
 









No
adjustment shall be made under this Section 17.03(b) if the application of
the formula stated above in this Section 17.03(b) would result in a value
of R’ that is equal to or less than the value of R.


(c)                                  (i)                                     In
case the Corporation shall, while any of the Securities are outstanding,
distribute to all holders of its Common Stock any of its assets (including
shares of any Subsidiary or business unit of the Corporation, but excluding
distributions of Capital Stock or equity interests referred to in
Section 17.03(c)(ii)), or debt securities or any rights, warrants or
options to purchase securities of the Corporation (including securities or
cash, but excluding (x) distributions of Capital Stock referred to in
Section 17.03(a) and distributions of rights, warrants or options referred
to in Section 17.03(b) and (y) cash dividends or other cash
distributions referred to in Section 17.03(d)), the Conversion Rate shall
be adjusted, subject to the provisions of Section 17.03(c)(iii), in
accordance with the formula: 


	
  R’ 

  	
  =

  	
  R x M

  	
   

  
	
  M – F

  	
   

  



 


where:


R’ = the adjusted Conversion Rate.


R = the current Conversion Rate.


M =          the Average Closing
Price, minus, in the case of a distribution to which Section 17.03(a)(iv)
applies, for which (i) the record date shall occur on or before the record
date for the distribution to which this Section 17.03(c)(i) applies and
(ii) the Ex-Dividend Time shall occur on or after the date of the Time of
Determination for the distribution to which this Section 17.03(c)(i)
applies, the fair market value (on the record date for the distribution to
which this Section 17.03(c)(i) applies) of any Capital Stock of the
Corporation distributed in respect of each share of Common Stock in such
Section 17.03(a)(iv) distribution.


F =               the fair market
value (on the record date for the distribution to which this
Section 17.03(c)(i) applies) of the assets, securities, rights, warrants
or options to be distributed in respect of each share of Common Stock in the
distribution to which this Section 17.03(c)(i) is being applied
(including, in the case of cash dividends or other cash distributions giving
rise to an adjustment, all such cash distributed concurrently).


The
Board of Directors shall determine fair market values for the purposes of this
Section 17.03(c)(i).


The
adjustment shall become effective immediately after the record date for the
determination of shareholders entitled to receive the distribution to which
this Section 17.03(c)(i) applies.


(ii)                                  In
case the Corporation shall, while any of the Securities are outstanding, pay a
dividend or make a distribution to all holders of its Common Stock consisting
of Capital Stock of 



 77
 









any class or
series, or similar equity interests, of or relating to a Subsidiary or other
business unit of the Corporation, then the Conversion Rate shall be adjusted in
accordance with the formula:


R’ = R x (1 + F/M)


R’ = the adjusted Conversion Rate.


R = the current Conversion Rate.


M =        the average of the
Post-Distribution Prices of the Common Stock for the 10 Trading Days commencing
on and including the fifth Trading Day after the date on which “ex-dividend trading”
commences for such dividend or distribution on the principal United States
exchange or market which such securities are then listed or quoted (the “Ex-Dividend
Date”).


F =               the fair market
value of the securities distributed in respect of each share of Common Stock to
which this Section 17.03(c)(ii) shall apply which shall equal the number
of securities distributed in respect of each share of Common Stock multiplied
by the average of the Post-Distribution Prices of those securities distributed for
the 10 Trading Days commencing on and including the fifth Trading Day after the
Ex-Dividend Date.


“Post-Distribution
Price” of Capital Stock or any similar equity interest on any date means the
closing per unit sale price (or, if no closing sale price is reported, the
average of the bid and ask prices or, if more than one in either case, the
average of the average bid and the average ask prices) on such date for trading
of such units on a “when issued” basis without due bills (or similar concept)
as reported in the composite transactions for the principal United States
securities exchange on which such Capital Stock or equity interest is traded
or, if the Capital Stock or equity interest, as the case may be, is not listed
on a United States national or regional securities exchange, as reported by the
National Quotation Bureau Incorporated; provided that if on any date such units
have not traded on a “when issued” basis, the Post-Distribution Price shall be
the closing per unit sale price (or, if no closing sale price is reported, the
average of the bid and ask prices or, if more than one in either case, the
average of the average bid and the average ask prices) on such date for trading
of such units on a “regular way” basis without due bills (or similar concept) as
reported in the composite transactions for the principal United States
securities exchange on which such Capital Stock or equity interest is traded
or, if the Capital Stock or equity interest, as the case may be, is not listed
on a United States national or regional securities exchange, as reported by the
National Quotation Bureau Incorporated. In the absence of such quotation, the
Corporation shall be entitled to determine the Post-Distribution Price on the
basis of such quotations which reflect the post-distribution value of the
Capital Stock or equity interests as it considers appropriate.


(iii)                               In
the event that, with respect to any distribution to which
Section 17.03(c)(i) would otherwise apply, the difference between “M-F” as
defined in the formula set forth in Section 17.03(c)(i) is less than $1.00
or “F” is equal to or greater than “M”, then the adjustment provided by
Section 17.03(c)(i) shall not be made.



 78
 









(iv)                              In
the event the Corporation makes a distribution pursuant to this
Section 17.03(c) which has a per share value equal to more than 15% of the
Closing Price of shares of Common Stock on the day preceding the declaration
date for such distribution, the Corporation will be required to give notice to
the holders of Securities at least 20 days prior to the Ex-Dividend Date for
such distribution.


(d)                                 In
case the Corporation shall, while any of the Securities are outstanding,
distribute to all or substantially all holders of its Common Stock any dividend
or other distribution paid exclusively in cash (excluding any dividend or
distribution in connection with the liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary), the Conversion Rate shall
be adjusted in accordance with the formula: 


	
  R’ = R 

  	
  x

  	
  M

  	
   

  
	
  (M – C)

  	
   

  



 


where,


R’ = the adjusted Conversion Rate;


R = the Conversion Rate in effect immediately prior to
the Time of Determination;


M =        the average of the Closing
Prices of the Common Stock for the five consecutive Trading Days prior to the
Trading Day immediately preceding the Time of Determination; and


C =              the amount in cash
per share the Corporation distributes to holders of the Common Stock (and for
which no adjustment has been made).


(e)                                  In
case the Corporation shall, while any of the Securities are outstanding, make a
payment of cash or other consideration to holders of Common Stock in respect of
a tender offer or exchange offer, other than an odd-lot offer, for the Common
Stock, and the value of the aggregate cash and other consideration paid for
such Common Stock, expressed as an amount per share of Common Stock validly
tendered or exchanged pursuant to such tender offer or exchange offer, exceeds
the Closing Price of the Common Stock on the Trading Day immediately following
the last time (the “Expiration Time”) on which tenders or exchanges may be made
pursuant to the tender or exchange offer, then the Conversion Rate shall be
adjusted in accordance with the formula:


	
  R’ = R

  	
  x

  	
  F + (P x O)

  	
   

  
	
  O’ x P

  	
   

  



 


where,


R = the Conversion Rate in effect on the Expiration
Time;


R’ = the Conversion Rate in effect immediately after
the Expiration Time;



 79
 









F =               the fair market
value (as determined by the Board of Directors) of the aggregate value of all
cash and any other consideration paid or payable for shares of Common Stock
validly tendered or exchanged and not withdrawn as of the Expiration Time (the “Purchased
Shares”);


O =             the number of shares
of Common Stock outstanding immediately after the Expiration Time less any Purchased
Shares;


O’ =         the number of shares of
Common Stock outstanding immediately after the Expiration Time, including any
Purchased Shares; and


P = the Closing Price of
the Common Stock on the Trading Day next succeeding the Expiration Time.


Such
increase (if any) shall become effective immediately prior to the opening of
business on the day following the Expiration Time. In the event that the
Corporation is obligated to purchase shares pursuant to any such tender offer,
but the Corporation is prevented by applicable law from effecting any such
purchases or all such purchases are rescinded, the Conversion Rate shall again
be adjusted to be the Conversion Rate that would then be in effect if such
tender or exchange offer had not been made. If the application of this
Section 17.03(e) to any tender or exchange offer would result in a
decrease in the Conversion Rate, no adjustment shall be made for such tender or
exchange offer under this Section 17.03(e).


(f)                                    The
Corporation may make such increases in the Conversion Rate, in addition to
those required by Subsections (a) through (e), as it considers to be advisable
to avoid or diminish any income tax to holders of Common Stock or rights to
purchase Common Stock resulting from any dividend or distribution of stock (or
rights to acquire stock) or from any event treated as such for income tax
purposes. The Corporation from time to time may, to the extent permitted by
law,  increase the Conversion Rate by any
amount for any period of time if the period is at least 20 days upon notice by
the Corporation of at least 15 days, the increase is irrevocable during the
period, and the Board of Directors shall have made a determination that such
increase would be in the best interest of the Corporation, which determination
shall be conclusive. Whenever the Conversion Rate is increased pursuant to the
preceding sentence, the Corporation shall mail to Securityholders of record a
notice of the increase at least fifteen days prior to the date the increased
Conversion Rate takes effect, and such notice shall state the increased
Conversion Rate and the period it shall be in effect.


(g)                                 Anything
in this Section 17.03 to the contrary notwithstanding, no adjustment of the
Conversion Rate will be made upon: (a) the issuance of any shares of Common
Stock pursuant to any present or future plan providing for the reinvestment of
dividends or interest payable on securities of the Corporation and the
investment of additional optional amounts in shares of Common Stock under any
such plan, or (b) the issuance of any shares of Common Stock or options or
rights pursuant to any present or future employee benefit plan or program, or
(c) the issuance of any shares of Common Stock pursuant to any option, warrant,
right or any exercisable, exchangeable or convertible security outstanding as
of the date on which the Securities are first issued, or (d) the issuance of
rights under any shareholder rights plan, or (e) a change in the par value or a
change to no par value of the Common Stock. To the extent the 



 80
 









Securities become convertible into cash, no
adjustments need be made thereafter as to the cash and interest will not accrue
on the cash.


(h)                                 No
adjustment in the Conversion Rate shall be required unless such adjustment
would require an increase or decrease of at least 1% in the Conversion Rate; provided, however, that any adjustments
which by reason of this Section 17.03(h) are not required to be made shall be
carried forward and taken into account in determining whether any subsequent
adjustment shall be required. The adjusted Conversion Rate will be rounded to
four decimal places.  Notwithstanding the
foregoing, all adjustments not previously made shall have effect with respect
to any conversion of the Securities that have been called for redemption.


(i)                                     If
any action would require adjustment of the Conversion Rate pursuant to more
than one of the provisions described above, only one adjustment shall be made
and such adjustment shall be the amount of adjustment that has the highest
absolute value to the Securityholders.


(j)                                     Notwithstanding
the foregoing, in no event will the Conversion Rate exceed 0.3824 (as adjusted
pursuant to Sections 17.03(a), (b), (c), (d) and (e) above).


SECTION 17.04.                                                           Conversion
Rate Adjustments Upon Change in Control.


(a)                                  If
a Change in Control occurs prior to October 15, 2017 and a Holder elects to
convert its Securities in connection with such Change in Control, the
Corporation will increase the applicable Conversion Rate for the Securities
surrendered for conversion by a number of additional shares of Common Stock
(the “Make-Whole Shares”), as described in this Section 17.04. A
conversion of Securities will be deemed for the purposes of this
Section 17.04 to be “in connection with” a Change in Control transaction
if the notice of conversion of the Securities is received by the Conversion
Agent from and including the date that is ten Trading Days prior to the
anticipated effective date of the Change in Control, up to and including the
Trading Day prior to the related purchase date.


The
number of Make-Whole Shares will be determined by reference to the table below
and is based on the date which such Change in Control transaction becomes
effective (the “Change in Control Effective Date”) and the price (the “Stock
Price”) paid per share of Common Stock in such Change in Control transaction.
If the holders of Common Stock receive only cash in the Change in Control
transaction, the Stock Price shall be the cash amount paid per share of Common
Stock. Otherwise, the Stock Price shall be the average of the Closing Prices of
the Common Stock on the ten consecutive Trading Days up to but excluding the
Change in Control Effective Date.


The
Stock Prices set forth in the first column of the table below will be adjusted
as of any date on which the Conversion Rate is adjusted. The adjusted Stock
Prices will equal the Stock Prices applicable immediately prior to such
adjustment, multiplied by a fraction, the numerator of which is the applicable
Conversion Rate immediately prior to the adjustment giving rise to the Stock
Price adjustment and the denominator of which is the applicable Conversion Rate
as so adjusted.  In addition, the number
of additional Make-Whole Shares shall be subject to 



 81
 









adjustment in the
same manner as the Conversion Rate is in accordance with the provisions of
Section 17.03(a)-(e).


	
  Stock Price

  	
   

  	
  Make-Whole
  Premium (Increase in Applicable Conversion Rate)

  
	
  On
  Effective Date

  	
   

  	
  10/17/2007

  	
   

  	
  10/15/2008

  	
   

  	
  10/15/2009

  	
   

  	
  10/15/2010

  	
   

  	
  10/15/2011

  	
   

  	
  10/15/2012

  	
   

  	
  10/15/2013

  	
   

  	
  10/15/2014

  	
   

  	
  10/15/2015

  	
   

  	
  10/15/2016

  	
   

  	
  10/15/2017

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $130.77

  	
   

  	
  0.1324

  	
   

  	
  0.1324

  	
   

  	
  0.1324

  	
   

  	
  0.1324

  	
   

  	
  0.1324

  	
   

  	
  0.1324

  	
   

  	
  0.1324

  	
   

  	
  0.1324

  	
   

  	
  0.1324

  	
   

  	
  0.1324

  	
   

  	
  0.1324

  
	
  $135.00

  	
   

  	
  0.1251

  	
   

  	
  0.1228

  	
   

  	
  0.1215

  	
   

  	
  0.1210

  	
   

  	
  0.1210

  	
   

  	
  0.1209

  	
   

  	
  0.1209

  	
   

  	
  0.1209

  	
   

  	
  0.1209

  	
   

  	
  0.1209

  	
   

  	
  0.1204

  
	
  $140.00

  	
   

  	
  0.1171

  	
   

  	
  0.1145

  	
   

  	
  0.1129

  	
   

  	
  0.1122

  	
   

  	
  0.1122

  	
   

  	
  0.1121

  	
   

  	
  0.1121

  	
   

  	
  0.1121

  	
   

  	
  0.1121

  	
   

  	
  0.1121

  	
   

  	
  0.1071

  
	
  $145.00

  	
   

  	
  0.1099

  	
   

  	
  0.1069

  	
   

  	
  0.1049

  	
   

  	
  0.1041

  	
   

  	
  0.1040

  	
   

  	
  0.1039

  	
   

  	
  0.1039

  	
   

  	
  0.1039

  	
   

  	
  0.1039

  	
   

  	
  0.1039

  	
   

  	
  0.0948

  
	
  $150.00

  	
   

  	
  0.1034

  	
   

  	
  0.1000

  	
   

  	
  0.0977

  	
   

  	
  0.0966

  	
   

  	
  0.0964

  	
   

  	
  0.0963

  	
   

  	
  0.0963

  	
   

  	
  0.0963

  	
   

  	
  0.0963

  	
   

  	
  0.0963

  	
   

  	
  0.0833

  
	
  $155.00

  	
   

  	
  0.0974

  	
   

  	
  0.0936

  	
   

  	
  0.0909

  	
   

  	
  0.0895

  	
   

  	
  0.0892

  	
   

  	
  0.0891

  	
   

  	
  0.0891

  	
   

  	
  0.0891

  	
   

  	
  0.0891

  	
   

  	
  0.0891

  	
   

  	
  0.0726

  
	
  $160.00

  	
   

  	
  0.0921

  	
   

  	
  0.0880

  	
   

  	
  0.0849

  	
   

  	
  0.0832

  	
   

  	
  0.0828

  	
   

  	
  0.0827

  	
   

  	
  0.0827

  	
   

  	
  0.0827

  	
   

  	
  0.0827

  	
   

  	
  0.0827

  	
   

  	
  0.0625

  
	
  $165.00

  	
   

  	
  0.0870

  	
   

  	
  0.0825

  	
   

  	
  0.0797

  	
   

  	
  0.0768

  	
   

  	
  0.0761

  	
   

  	
  0.0761

  	
   

  	
  0.0761

  	
   

  	
  0.0761

  	
   

  	
  0.0761

  	
   

  	
  0.0761

  	
   

  	
  0.0530

  
	
  $170.00

  	
   

  	
  0.0827

  	
   

  	
  0.0779

  	
   

  	
  0.0740

  	
   

  	
  0.0715

  	
   

  	
  0.0706

  	
   

  	
  0.0705

  	
   

  	
  0.0705

  	
   

  	
  0.0705

  	
   

  	
  0.0705

  	
   

  	
  0.0705

  	
   

  	
  0.0441

  
	
  $175.00

  	
   

  	
  0.0785

  	
   

  	
  0.0733

  	
   

  	
  0.0689

  	
   

  	
  0.0659

  	
   

  	
  0.0647

  	
   

  	
  0.0646

  	
   

  	
  0.0646

  	
   

  	
  0.0646

  	
   

  	
  0.0646

  	
   

  	
  0.0646

  	
   

  	
  0.0357

  
	
  $200.00

  	
   

  	
  0.0627

  	
   

  	
  0.0564

  	
   

  	
  0.0504

  	
   

  	
  0.0452

  	
   

  	
  0.0415

  	
   

  	
  0.0407

  	
   

  	
  0.0407

  	
   

  	
  0.0407

  	
   

  	
  0.0407

  	
   

  	
  0.0407

  	
   

  	
  0.0000

  
	
  $225.00

  	
   

  	
  0.0522

  	
   

  	
  0.0455

  	
   

  	
  0.0386

  	
   

  	
  0.0317

  	
   

  	
  0.0252

  	
   

  	
  0.0217

  	
   

  	
  0.0217

  	
   

  	
  0.0217

  	
   

  	
  0.0217

  	
   

  	
  0.0217

  	
   

  	
  0.0000

  
	
  $250.00

  	
   

  	
  0.0449

  	
   

  	
  0.0382

  	
   

  	
  0.0309

  	
   

  	
  0.0232

  	
   

  	
  0.0147

  	
   

  	
  0.0050

  	
   

  	
  0.0050

  	
   

  	
  0.0050

  	
   

  	
  0.0050

  	
   

  	
  0.0050

  	
   

  	
  0.0000

  
	
  $275.00

  	
   

  	
  0.0398

  	
   

  	
  0.0334

  	
   

  	
  0.0263

  	
   

  	
  0.0188

  	
   

  	
  0.0102

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  
	
  $300.00

  	
   

  	
  0.0360

  	
   

  	
  0.0300

  	
   

  	
  0.0234

  	
   

  	
  0.0163

  	
   

  	
  0.0084

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  



 


If the
exact Stock Prices and effective dates are not set forth in the table, then:


(i)                                     if the Stock Price
is between two Stock Price amounts in the table or the effective date is
between two dates in the table, the Make-Whole Shares issued upon conversion of
the Securities will be determined by a straight-line interpolation between the
number of Make-Whole Shares set forth for the higher and lower Stock Price
amounts and the two dates in the table, as applicable, based on a 365-day year,


(ii)                                  if the Stock Price
exceeds $300.00 per share, subject to adjustment as set forth herein, no
Make-Whole Shares will be issued upon conversion of the Securities; and


(iii)                               if the Stock Price is
less than $130.77 per share, subject to adjustment as set forth herein, no
Make-Whole Shares will be issued upon conversion of the Securities.


The
adjustment to the Conversion Rate set forth in this Section 17.04(a) shall be
subject to the provisions of Section 17.03(j).


(b)                                 A
“Change in Control” shall be deemed to have occurred at such time as either of
the following events shall occur:


(i)                                     There shall be
consummated any consolidation or merger of the Corporation pursuant to which
the Common Stock would be converted into cash, securities or other property, in
each case other than a consolidation or merger of the Corporation in which the
holders of Common Stock immediately prior to the consolidation or merger have,
directly or indirectly, at least a majority of the total voting 



 82
 









power in the aggregate of all classes of capital stock of the
continuing or surviving corporation immediately after such consolidation or
merger; or


(ii)                                  A report on Schedule
13D or TO (or any successor schedule, form or report) pursuant to the Exchange
Act shall be filed which discloses that any person, including such person’s
Affiliates or Associates (for these purposes only, as the term “person” is used
in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the
beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or
any successor rule or regulation promulgated under the Exchange Act) of 50% or
more of the voting power of the Common Stock or other capital stock into which
the Common Stock is reclassified or changed; provided, however, that a person
shall not be deemed to be a beneficial owner of, or to own beneficially, (A)
any securities tendered pursuant to a tender or exchange offer made by or on
behalf of such person or any such person’s Affiliates or Associates until such
tendered securities are accepted for purchase or exchange thereunder, or (B)
any securities if such beneficial ownership (1) arises solely as a result of a
revocable proxy delivered in response to a proxy or consent solicitation made
pursuant to the applicable rules and regulations under the Exchange Act, and
(2) is not also then reportable on Schedule 13D (or any successor schedule)
under the Exchange Act.


(c)                                  Notwithstanding
the provisions of Section 17.04(b),


(i)                                     a Change in
Control shall not be deemed to have occurred by virtue of the Corporation, any
subsidiary, any employee stock ownership plan or any other employee benefit
plan of the Corporation or any subsidiary, or any person holding the Common
Stock for or pursuant to the terms of any such employee benefit plan, filing or
becoming obligated to file a report under or in response to Schedule 13D or
Schedule TO (or any successor schedule, form or report) under the Exchange Act
disclosing beneficial ownership by it of shares of the Common Stock, whether in
excess of 50% or otherwise; and


(ii)                                  it will not
constitute a Change in Control if 100% of the consideration for the Common
Stock (excluding cash payments for fractional shares and cash payments made in
respect of dissenters’ appraisal rights and cash payment of the required cash
payment, if any) in the transaction or transactions constituting the Change in
Control consists of common stock traded on a United States national securities
exchange, or which will be so traded or quoted when issued or exchanged in
connection with the Change in Control, and as a result of such transaction or
transactions the Securities become convertible solely into such common stock.


SECTION 17.05.                                                           Share
Exchange, Consolidation, Merger or Sale of Assets.


In the
case of the following events (each, a “business combination”):


(1)                                  Any recapitalization,
reclassification or change of the Common Stock, other than a change in par
value, or from par value to no par value, or from no par value to par value, or
as a result of a subdivision or combination;



 83
 









(2)                                  A consolidation,
merger or binding share exchange of the Corporation with another Person; or


(3)                                  A sale, conveyance or
lease to another corporation of all or substantially all of the Corporation’s
property and assets in each case as a result of which holders of Common Stock
are entitled to receive stock, other securities, other property or assets
(including cash or any combination thereof) with respect to or in exchange for
Common Stock,


then
the Corporation or the successor or purchasing corporation, as the case may be,
shall execute a supplemental indenture which shall provide that the Holders of
the Securities then outstanding will be entitled thereafter to convert
Securities into the kind and amount of shares of stock, other securities or
other property or assets (including cash or any combination thereof) which they
would have owned or been entitled to receive upon such business combination had
such Securities been converted into Common Stock immediately prior to such
business combination. In the event holders of Common Stock have the opportunity
to elect the form of consideration to be received in such business combination,
the Corporation will make adequate provision whereby the Holders of the
Securities shall have a reasonable opportunity to determine the form of
consideration into which all of the Securities, treated as a single class,
shall be convertible from and after the effective date of such business
combination. Such determination shall be based on the weighted average of
elections made by Holders of the Securities who participate in such
determination, shall be subject to any limitations to which all of the holders
of Common Stock are subject, such as pro-rata reductions applicable to any
portion of the consideration payable in such business combination and shall be
conducted in such a manner as to be completed by the date which is the earliest
of (a) the deadline for elections to be made by holders of Common Stock, and
(b) two Trading Days prior to the anticipated effective date. The Corporation
will provide notice of the opportunity to determine the form of such
consideration, as well as notice of the determination made by Holders of the
Securities (and the weighted average of elections), by issuing a press release,
or providing other appropriate notice, and by providing a copy of such notice
to the Debenture Trustee. In the event the effective date is delayed beyond the
initially anticipated effective date, Holders of the Securities shall be given
the opportunity to make subsequent similar determinations in regard to such
delayed effective date. The Corporation may not become a party to any such
transaction unless its terms are materially consistent with the provisions of
this Section 17.05. None of the foregoing provisions shall affect the right of
a Holder of Securities to convert its Securities into shares of Common Stock
prior to the effective date of the business combination.


The
Corporation shall cause notice of the execution of such supplemental indenture
to be mailed to each holder, at the address of such holder as it appears on the
security Register, within 20 days after execution thereof. Failure to deliver
such notice shall not affect the legality or validity of such supplemental
indenture.


The
above provisions of this Section 17.05 shall similarly apply to successive
reclassifications, mergers, consolidations, statutory share exchanges,
combinations, sales and conveyances.



 84















If
this Section 17.05 applies to any event or occurrence, Section 17.03 shall not
apply to such event or occurrence.


SECTION 17.06.                                                           Notice
of Adjustments of Conversion Rate.


Whenever
the Conversion Rate is adjusted as herein provided:


(a)                                  The
Corporation shall compute the adjusted Conversion Rate and shall prepare an
Officers’ Certificate setting forth the adjusted Conversion Rate and showing in
reasonable detail the facts upon which such adjustment is based, and such
certificate shall forthwith be filed with the Debenture Trustee, the Conversion
Agent and the transfer agent for the Preferred Securities and the Securities;
and


(b)                                 A
notice stating that the Conversion Rate has been adjusted and setting forth the
adjusted Conversion Rate shall as soon as practicable be mailed by the
Corporation to all record holders of Preferred Securities and the Securities at
their last addresses as they appear upon the stock transfer books of the
Corporation and the Trust and the Corporation shall issue a press release and publish
such determination on the Corporation’s website.


SECTION 17.07.                                                           Prior
Notice of Certain Events.


In
case the Corporation takes any action which would require an adjustment to the
Conversion Rate, there occurs any event to which the provisions of Section
17.05 would apply or there is a dissolution or liquidation of the Corporation,
then the Corporation shall (1) if any Preferred Securities are outstanding,
cause to be filed with the Property Trustee and the transfer agent for the
Preferred Securities, and shall cause to be mailed to the holders of record of
the Preferred Securities, at their last addresses as they shall appear upon the
securities register of the Trust, or (2) shall cause to be mailed to all
Securityholders at their last addresses as they shall appear in the Security
Register, at least fifteen days prior to the applicable record or effective
date hereinafter specified, a notice briefly describing the event and stating
the proposed record of effective date. 
No failure to mail such notice or any defect therein or in the mailing
thereof shall affect the validity of the corporate action required to be
specified in such notice).


SECTION 17.08.                                                           Debenture
Trustee Not Responsible for Determining Conversion Rate or Adjustments.


Neither
the Debenture Trustee nor any Conversion Agent shall at any time be under any
duty or responsibility to any Securityholder to determine whether any facts
exist which may require any adjustment of the Conversion Rate, or with respect
to the nature or extent of any such adjustment when made, or with respect to
the method employed, or herein or in any supplemental indenture provided to be
employed, in making the same. Neither the Debenture Trustee nor any Conversion
Agent shall be accountable with respect to the validity or value (or the kind
of account) of any shares of Common Stock or of any securities or property,
which may at any time be issued or delivered upon the conversion of any
Security; and neither the Debenture Trustee nor any Conversion Agent makes any
representation with respect thereto. Neither the Debenture Trustee nor any
Conversion Agent shall be responsible for any failure of the Corporation to
make any cash payment or to issue, transfer or deliver any shares of Common
Stock or stock certificates or other securities or property upon the surrender
of any Security for 



 85
 









the purpose of
conversion, or to comply with any of the covenants of the Corporation contained
in Article III or this Article XVII.


ARTICLE XVIII

CONTINGENT INTEREST


SECTION 18.01.                                                           Contingent
Interest.


Subject
to Section 18.02, the Corporation shall make Contingent Interest payments to
the Holders during any quarterly period from January 16 to April 15, April 16
to July 15, July 16 to October 15 and October 16 to January 15 (each a “Quarterly
Period”), commencing with the Quarterly Period commencing October 16, 2012, if,
but only if, the average of the Security Market Prices for the Preferred
Securities, or, following any Dissolution Event, for the $50.00 principal
amount of Securities for the ten Trading Days ending on the third Trading Day
immediately preceding the first day of the applicable Quarterly Period equals
130% or more of the stated liquidation amount per Preferred Security of $50.00
or $50.00 principal amount of Securities. During any Quarterly Period when
Contingent Interest is payable pursuant to this Section 18.01, each Contingent
Interest payment due and payable per $50.00 principal amount of the Securities
in respect of any applicable Quarterly Period, shall equal the annual rate of
0.25% of the average of the Security Market Prices for the ten Trading Day
measuring period referred to in the immediately preceding sentence. Contingent
Interest shall be calculated on the basis of a 360-day year of twelve 30-day
months.


“Security
Market Price” of the Preferred Securities (or of the Securities, following any
Dissolution Event) on any date of determination means the average of the
secondary market bid quotations per Preferred Security (or per $50.00 principal
amount of Securities following any Dissolution Event) obtained by the Bid
Solicitation Agent for 50,000 Preferred Securities (or $2,500,000 principal
amount of Securities following any Dissolution Event) at approximately 4:00
p.m., New York City time, on such date of determination from three independent
nationally recognized securities dealers selected by the Corporation; provided
that if three such bids cannot reasonably be obtained by the Bid Solicitation
Agent, but two such bids are obtained, then the average of the two bids shall
be used, and if only one such bid can reasonably be obtained by the Bid
Solicitation Agent, that one bid shall be used. If the Bid Solicitation Agent
cannot reasonably obtain at least one bid for 50,000 Preferred Securities (or
$2,500,000 principal amount of Securities following any Dissolution Event) from
a nationally recognized securities dealer or in the Corporation’s reasonable
judgment the bid quotations are not indicative of the secondary market value of
the Preferred Securities (or of the Securities, following any Dissolution
Event), then the Security Market Price of the Preferred Securities (or of the
Securities, following any Dissolution Event) will equal (a) the then applicable
Conversion Rate of the Securities multiplied by (b) the average Closing Price
of the Common Stock on the ten Trading Days ending on such determination date.


SECTION 18.02.                                                           Payment
of Contingent Interest; Contingent Interest Rights Preserved.


If
payable, Contingent Interest on a Security shall be paid to the Person who is the
Holder of that Security on the 14th day preceding the last day of the relevant
Quarterly Period (the “Contingent Interest Record Date”). Such payments shall
be paid on the last day of the Quarterly 



 86
 









Period (in each
case, a “Contingent Interest Payment Date”). Except as provided in Section
2.03, each payment of Contingent Interest on any Security shall be paid (A) if
such Security is held in the form of a Global Security, in same-day funds by
transfer to an account maintained by the payee located inside the United
States, or (B) if such Security is held in certificated form, by check, mailed
to the address of such Holder as set forth in the Security Register. In the
case of a Global Security, interest payable on any Contingent Interest Payment
Date will be paid to the Depositary for the purpose of permitting the
Depositary to credit the interest received by it in respect of such Global
Security to the accounts of the beneficial owners thereof. Upon determination
that Holders of Securities will be entitled to receive Contingent Interest
during a Quarterly Period, the Corporation will issue a press release and use
its reasonable best efforts to post such information on its website or through
such other public medium as the Corporation may use at the time.


SECTION 18.03.                                                           Bid
Solicitation Agent.


The
Corporation shall appoint a bid solicitation agent (the “Bid Solicitation Agent”)
to act pursuant to Section 18.01 when directed by the Corporation in writing to
do so. The Corporation may change the Bid Solicitation Agent at its discretion;
provided, however, that the Bid Solicitation Agent may not be an Affiliate of
the Corporation. The Bid Solicitation Agent shall initially be the Property
Trustee.


ARTICLE XIX

MISCELLANEOUS PROVISIONS


SECTION 19.01.                                                           Successors.


All
the covenants, stipulations, promises and agreements in this Indenture
contained by the Corporation shall bind its successors and assigns whether so
expressed or not.


SECTION 19.02.                                                           Official
Acts by Successor Corporation.


Any
act or proceeding by any provision of this Indenture authorized or required to
be done or performed by any board, committee or officer of the Corporation
shall and may be done and performed with like force and effect by the like
board, committee or officer of any corporation that shall at the time be the
lawful sole successor of the Corporation.


SECTION 19.03.                                                           Surrender
of Corporation Powers.


The
Corporation by instrument in writing executed by authority of 2/3 (two-thirds)
of its Board of Directors and delivered to the Debenture Trustee may surrender
any of the powers reserved to the Corporation, and thereupon such power so
surrendered shall terminate both as to the Corporation, as the case may be, and
as to any successor Person.


SECTION 19.04.                                                           Addresses
for Notices, Etc. 


Any
notice, direction, request or demand which by any provision of this Indenture
is required or permitted to be given or served on any party by the other party
or by the holders of Securities may be given or served by being deposited
postage prepaid by first class mail, 



 87
 









registered or
certified mail, overnight courier service or telecopy (confirmed by one of the
foregoing) addressed (unless another address is provided by a party by written
notice to the other party), as follows:


If to
the Corporation:


Affiliated Managers
Group, Inc.


600 Hale Street


Prides Crossing,
Massachusetts 01965


Telecopy:
                     617-747-3380


Telephone:               617 747-3300

Attention:                    Chief Financial
Officer


If to
the Debenture Trustee:


LaSalle Bank National
Association


540 West Madison Street


Suite 2500


Chicago, Illinois 60661


Telecopy:
                     312-904-0524


Telephone:
              312-904-0283


Attention:                    CDO Trust
Services Group – AMG Capital Trust II


Any
notice or communication to a Securityholder shall be mailed by first-class mail
to his or her address shown on the register kept by the security registrar for
the Securities.


SECTION 19.05.                                                           Governing
Law.


This
Indenture and each Security shall be deemed to be a contract made under the
laws of the State of New York, and for all purposes shall be governed by and
construed in accordance with the laws of said State.


SECTION 19.06.                                                           Evidence
of Compliance with Conditions Precedent.


Upon
any application or demand by the Corporation to the Debenture Trustee to take
any action under any of the provisions of this Indenture, the Corporation shall
furnish to the Debenture Trustee an Officers’ Certificate stating that in the
opinion of the signers all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.


Each
certificate or opinion provided for in this Indenture and delivered to the
Debenture Trustee with respect to compliance with a condition or covenant
provided for in this Indenture (except certificates delivered pursuant to
Section 3.05) shall include: (1) a statement that the Person making such
certificate or opinion has read such covenant or condition; (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 Person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has 



 88
 









been complied
with; and (4) a statement as to whether or not, in the opinion of such person,
such condition or covenant has been complied with.


SECTION 19.07.                                                           Business
Days.


In any
case where the date of payment of principal of or Interest on the Securities
will not be a Business Day, the payment of such principal of or Interest on the
Securities need not be made on such date but may be made on the next succeeding
Business Day, with the same force and effect as if made on the due date
therefor and no Interest shall accrue for the period from and after such date,
except that if such next succeeding Business Day falls in the next succeeding
calendar year, then such payment shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on such
date.


SECTION 19.08.                                                           Trust
Indenture Act to Control.


If and
to the extent that any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by Sections 310 to 318, inclusive, of the Trust
Indenture Act, such imposed duties shall control.


SECTION 19.09.                                                           Intention
of the Parties.


It is
the intention of the parties hereto that the Securities be classified for
United States federal income tax purposes as indebtedness of the Corporation.
The provisions of this Indenture shall be interpreted to further this intention
of the parties.


SECTION 19.10.                                                           Table
of Contents, Headings, Etc.


The
table of contents and the titles and headings of the articles and sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.


SECTION 19.11.                                                           Execution
in Counterparts.


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


SECTION 19.12.                                                           Separability.


In
case any one or more of the provisions contained in this Indenture or in the
Securities shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not
affect any other provisions of this Indenture or of the Securities, but this
Indenture and the Securities shall be construed as if such invalid or illegal
or unenforceable provision had never been contained herein or therein.


SECTION 19.13.                                                           Assignment.


The
Corporation will have the right at all times to assign any of its respective
rights or obligations under this Indenture to a direct or indirect wholly owned
Subsidiary of the 



 89
 









Corporation,
provided that, in the event of any such assignment, the Corporation will remain
primarily liable for all such obligations. Subject to the foregoing, the
Indenture is binding upon and inures to the benefit of the parties thereto and
their respective successors and assigns. This Indenture may not otherwise be
assigned by the parties thereto.


[SIGNATURE PAGE FOLLOWS]



 90














LaSalle Bank National Association hereby accepts the
trusts in this indenture declared and provided, upon the terms and conditions
hereinabove set forth.


IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed by their respective officers thereunto duly
authorized, as of the day and year first above written.


	
  

  	
  AFFILIATED MANAGERS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ John Kingston, III

  	
   

  
	
   

  	
   

  	
  Name: John Kingston, III

  
	
   

  	
   

  	
  Title: Executive Vice President & General

  
	
   

  	
   

  	
  Counsel

  



 


 


 


Indenture











 


	
  

  	
  LASALLE BANK NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  as Debenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Greg Myers

  	
   

  
	
   

  	
   

  	
  Name: Greg Myers

  	
   

  
	
   

  	
   

  	
  Title: VP

  	
   

  



 


 


 


Indenture
















EXHIBIT A


[Include
the following legend on all Global Securities.]


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


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


[Include
the following legends on all Securities, including Global Securities, unless
otherwise determined by the Corporation in accordance with applicable law.]


THIS
SECURITY AND THE SHARES OF AFFILIATED MANAGERS GROUP, INC. COMMON STOCK
ISSUABLE UPON CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER
THIS SECURITY, THE SHARES OF UNDERLYING AFFILIATED MANAGERS GROUP, INC. COMMON
STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.


THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF,
AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE
(THE ‘‘RESALE RESTRICTION TERMINATION DATE’’) WHEN THE HOLDER OF THIS SECURITY,
OTHER THAN A HOLDER WHO IS AN AFFILIATE OF AFFILIATED 



 A-1
 









MANAGERS
GROUP, INC., IS ABLE TO SELL THIS SECURITY IMMEDIATELY WITHOUT RESTRICTION OR
BEING SUBJECT TO ANY CONDITIONS PURSUANT TO RULE 144 UNDER THE SECURITIES ACT
OR ANY SUCCESSOR RULE THERETO ONLY (A) TO AFFILIATED MANAGERS GROUP, INC. OR
ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A ‘‘QUALIFIED
INSTITUTIONAL BUYER’’ AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
AFFILIATED MANAGERS GROUP, INC.’S, AND THE TRANSFER AGENT’S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN
THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND
DELIVERED BY THE TRANSFEROR TO THE TRANSFER AGENT. THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF THE HOLDER UPON THE EARLIER OF THE TRANSFER OF THE
SECURITIES EVIDENCED HEREBY PURSUANT TO CLAUSE (C) ABOVE AND THE RESALE
RESTRICTION TERMINATION DATE. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE
HEREOF, AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY
EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (C)
ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL
REVENUE CODE, THE ISSUE PRICE OF EACH SECURITY IS $49.50 PER $50.00 OF
PRINCIPAL AMOUNT, THE ISSUE DATE IS OCTOBER 17, 2007 AND THE COMPARABLE YIELD
IS 8.00% PER ANNUM.


THE HOLDER OF THIS SECURITY, BY ACCEPTANCE THEREOF,
AGREES (I) TO TREAT THE SECURITY AS INDEBTEDNESS OF THE CORPORATION FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES THAT IS SUBJECT TO TREASURY REGULATION SECTION
1.1275-4(B), AND (II) TO TREAT THE COMPARABLE YIELD AND PROJECTED PAYMENT
SCHEDULE AS DETERMINED BY THE CORPORATION AS “REASONABLE” FOR PURPOSES OF
TREASURY REGULATION 1.1275-4(B).


U.S.
HOLDERS OF THIS SECURITY MAY OBTAIN THE PROJECTED PAYMENT SCHEDULE FOR THIS
SECURITY BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO AFFILIATED
MANAGERS GROUP, INC., 600 HALE STREET, 
PRIDES CROSSING, MASSACHUSETTS 01965, ATTN.: CHIEF FINANCIAL OFFICER.


BY ITS
ACQUISITION OF THIS CERTIFICATE THE HOLDER REPRESENTS THAT EITHER (I) IT IS NOT
AN EMPLOYEE BENEFIT PLAN OR OTHER SIMILAR 



 A-2
 









RETIREMENT PLAN OR
ARRANGEMENT, WHETHER OR NOT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE “CODE”) (OR ANY SIMILAR LAWS OR REGULATIONS), OR AN
ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE THE ASSETS OF ANY SUCH
PLANS AND ARRANGEMENTS UNDER U.S. DEPARTMENT OF LABOR REGULATIONS OR SECTION
3(42) OF ERISA, TAKING INTO ACCOUNT SECTION 611(F) OF THE PENSION PROTECTION
ACT OF 2006 (EACH, A “PLAN”) AND NO PART OF THE ASSETS TO BE USED BY THE HOLDER
TO ACQUIRE AND/OR HOLD THIS CERTIFICATE OR ANY INTEREST THEREIN CONSTITUTES
PLAN ASSETS OF ANY PLAN OR (II) THE ACQUISITION, HOLDING AND, IF APPLICABLE,
CONVERSION OF THIS CERTIFICATE WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED
TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION UNDER
ANY OTHER APPLICABLE LAWS AND REGULATIONS THAT ARE SIMILAR TO THE PROVISIONS OF
TITLE I OF ERISA OR SECTION 4975 OF THE CODE.



 A-3
 









Principal Amount: $500,010,000


Affiliated Managers Group, Inc.


5.15% JUNIOR SUBORDINATED CONVERTIBLE DEBENTURE

DUE October 15, 2037


Affiliated
Managers Group, Inc., a Delaware corporation (the “Corporation”, which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to LaSalle Bank National Association as
Property Trustee for AMG Capital Trust II or registered assigns, the principal
sum of  Five Hundred Million Ten Thousand
Dollars ($500,010,000) on October 15, 2037 (the “Maturity Date”), unless
previously redeemed, repurchased or converted, and to pay interest on the
outstanding principal amount hereof from October 17, 2007, or from the most
recent interest payment date (each such date, an “Interest Payment Date”) to
which interest has been paid or duly provided for, quarterly (subject to
deferral as set forth herein) in arrears on January 15, April 15, July 15 and
October 15 of each year, commencing January 15, 2008, at the rate of 5.15% per
annum until the principal hereof shall have become due and payable, and on any
overdue principal and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment
of Interest at the same rate per annum compounded quarterly, including any
Liquidated Damages Amount (as defined in the Registration Rights Agreement),
Contingent Interest and any Additional Sums. The amount of Interest, if any,
payable on any Interest Payment Date or Contingent Interest Payment Date, as
the case may be, shall be computed on the basis of a 360-day year of twelve
30-day months. In the event that any date on which the principal of or Interest
on this Security is payable is not a Business Day, then the payment payable on
such date will be made on the next succeeding day that is a Business Day (and
without any Interest or other payment in respect of any such delay), except
that if such next succeeding Business Day falls in the next calendar year, then
such payment shall be made on the immediately preceding Business Day, in each
case with the same force and effect as if made on such date. Pursuant to the
Indenture, in certain circumstances the Corporation will be required to pay
Additional Sums, Liquidated Damages Amount, Compounded Interest and Contingent
Interest with respect to this Security.


The
Interest installment so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities, as
defined in said Indenture) is registered at the close of business on the
regular record date for such interest installment, which shall be as of 5:00
p.m., New York City time, on the first day of the month, whether or not a
Business Day, in the month in which the relevant Interest Payment Date occurs.
Any such Interest installment not punctually paid or duly provided for shall
forthwith cease to be payable to the Holders on such regular record date and
shall be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a special
record date to be fixed by the Debenture Trustee for the payment of such
defaulted Interest, notice whereof shall be given to the holders of Securities
not less than 10 days prior to such special record date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any 



 A-4
 









securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.


The principal
of and Interest on this Security shall be payable at the office or agency of
the Debenture Trustee maintained for that purpose in any coin or currency of
the United States of America that at the time of payment is legal tender for
payment of public and private debts; provided,
however, that, payment of Interest may be made at the option of the
Corporation by (i) check mailed to the holder at such address as shall appear
in the Security Register or (ii) by transfer to an account maintained by the Person
entitled thereto, provided that proper written transfer instructions have been
received by the relevant record date; provided,
further, Contingent Interest, if any, shall be paid in accordance
with the provisions of Section 18.02 of the Indenture. Notwithstanding the
foregoing, so long as the Holder of this Security is the Property Trustee, the
payment of the principal of and Interest (including Contingent Interest, if
any) on this Security will be made at such place and to such account as may be
designated by the Property Trustee.


The
indebtedness evidenced by this Security is, to the extent provided in the
Indenture, subordinate and junior in right of payment to the prior payment in
full of all Senior Indebtedness, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Debenture Trustee on his or her behalf to take such
action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Debenture Trustee his or her
attorney-in-fact for any and all such purposes. Each holder hereof, by his or
her acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder
of Senior Indebtedness, whether now outstanding or hereafter incurred, and
waives reliance by each such holder upon said provisions.


This
Security shall not be entitled to any benefit under the Indenture hereinafter
referred to, be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by or on behalf of
the Debenture Trustee.


By its
acceptance of this Security, the Securityholder agrees (i) to treat the
Security as indebtedness of the Corporation for United States federal income
tax purposes that is subject to United States Treasury Regulation section
1.1275-4(b), and (ii) to treat the comparable yield and projected payment
schedule as determined by the Corporation as “reasonable” for purposes of
Treasury Regulation section 1.1275-4(b).


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



 A-5
 









IN
WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed
and sealed this       day of October, 2007.


	
  

  	
  AFFILIATED MANAGERS GROUP,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   Name:

  	
   

  
	
   

  	
   

  	
   Title:

  	
   

  



 


CERTIFICATE OF AUTHENTICATION


This Certificate
represents Securities referred to in the within-mentioned Indenture.


 


	
  

  	
  LASALLE BANK
  NATIONAL 

  
	
   

  	
  ASSOCIATION, not
  in its individual capacity 

  
	
   

  	
  but solely as
  Debenture Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  	
   

  



 



 A-6
 









REVERSE OF SECURITY


This
Security is one of the Securities of the Corporation (herein sometimes referred
to as the “Securities”), specified in the Indenture, all issued or to be issued
under and pursuant to an Indenture, dated as of October 17, 2007 (the “Indenture”),
duly executed and delivered between the Corporation and LaSalle Bank National
Association as Debenture Trustee (the “Debenture Trustee”), to which Indenture
reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Debenture Trustee,
the Corporation and the holders of the Securities. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.


1.             Redemption.
Upon the occurrence and continuation of a Special Event, the Corporation shall
have the right, at any time following the occurrence of such Special Event, to
redeem this Security in whole (but not in part) at the Redemption Price.  In addition, the Corporation shall have the
right to redeem this Security, in whole at any time or, in part from time to
time, on or after October 15, 2012 at the Redemption Price if the Closing Price
of the Corporation’s Common Stock for 20 Trading Days in a period of 30
consecutive Trading Days ending on the Trading Day prior to the mailing of the
notice of redemption exceeds 130% of the then prevailing Conversion Price.  This Security shall not otherwise be subject
to redemption at the option of the Corporation.


The
Redemption Price shall be paid prior to 12:00 noon, New York City time, on the
date of such redemption or at such earlier time as the Corporation determines,
provided, that the Corporation shall deposit with the Debenture Trustee an
amount sufficient to pay the Redemption Price by 10:00 a.m. New York City time
on the date such Redemption Price is to be paid. Any redemption pursuant to
this paragraph will be made upon not less than 20 days nor more than 60 days
notice. If the Securities are only partially redeemed by the Corporation
pursuant to an optional redemption described in the preceding paragraph, the
particular Securities to be redeemed shall be selected on a pro rata basis not
more than 60 days prior to the date fixed for redemption from the outstanding
Securities not previously called for redemption, provided, however, that with respect to Securityholders that
would be required to hold Securities with an aggregate principal amount of less
than $5,000 but more than an aggregate principal amount of zero as a result of
such pro rata redemption, the Corporation shall redeem Securities of each such
Securityholder so that after such redemption such Securityholder shall hold
Securities either with an aggregate principal amount of at least $5,000 or such
Securityholder no longer holds any Securities and shall use such method
(including, without limitation, by lot) as the Corporation shall deem fair and
appropriate, provided, further, that any such proration may be made on the
basis of the aggregate principal amount of Securities held by each
Securityholder thereof and may be made by making such adjustments as the
Corporation deems fair and appropriate in order that only Securities in
denominations of $50.00 or integral multiples thereof shall be redeemed.


In the
event of redemption of this Security in part only, a new Security or Securities
for the portion hereof that has not been redeemed will be issued in the name of
the holder hereof upon the cancellation hereof.



 A-7
 









2.             Conversion.
(a) Subject to and upon compliance with the provisions of Article XVII of the
Indenture, the Securities are convertible, at the option of the Securityholder,
at any time before 5:00 p.m., New York City time, on the Business Day
immediately preceding the date of repayment of such Securities, whether at
stated maturity or upon redemption, into fully paid and nonassessable shares of
Common Stock at an initial conversion rate of 0.2500 shares of Common Stock for
each $50.00 in aggregate principal amount of Securities (equal to an initial
Conversion Price of $200.00 per share of Common Stock), subject to adjustment
as described in the Indenture. A Securityholder may convert any portion of the
principal amount of the Securities into that number of fully paid and
nonassessable shares of Common Stock (calculated as to each conversion to the
nearest 1/100th of a share) in the manner prescribed by the Indenture.  Upon conversion of the Securities, the
Corporation may satisfy its obligation to deliver shares of Common Stock by
delivering cash and/or shares of Common Stock, all as set forth in Article XVII
of the Indenture.  In case a Security or
portion thereof is called for redemption, such conversion right in respect of
the Security or portion so called shall expire at 5:00 p.m., New York City time
on the Business Day immediately preceding the corresponding redemption date,
unless the Corporation defaults in making the payment due upon redemption.


(b)           To convert all or a portion of the Securities,
the Securityholder thereof shall deliver to the Conversion Agent an irrevocable
Conversion Request setting forth the principal amount of Securities to be
converted, together with the name or names, if other than the Securityholder,
in which the shares of Common Stock should be issued upon conversion and, if
such Securities are in certificated form, surrender to the Conversion Agent the
Securities to be converted, duly endorsed or assigned to the Corporation or in
blank. In addition, a holder of Preferred Securities may exercise its right
under the Declaration to exchange such Preferred Securities for Securities
which shall be converted into Common Stock by delivering to the Conversion
Agent an irrevocable Conversion Request setting forth the information called
for by the preceding sentence and directing the Conversion Agent (i) to
exchange such Preferred Security for a portion of the Securities held by the
Trust (at an exchange rate of $50.00 principal amount of Securities for each
Preferred Security), and (ii) to immediately convert such Securities, on behalf
of such Securityholder, into Common Stock pursuant to Article XVII of the
Indenture and, if such Preferred Securities are in certificated form,
surrendering such Preferred Securities, duly endorsed or assigned to the
Corporation or in blank.


(c)           Except as described in this
paragraph, no Interest will be payable on Securities surrendered for conversion
with respect to any Interest Payment Date subsequent to the date of conversion
and neither the Trust nor the Corporation shall make, or be required to make,
any payment, allowance or adjustment for accumulated and unpaid Interest,
whether or not in arrears, on Securities surrendered for conversion. If any
Securities are surrendered for conversion between the period from 5:00 p.m.,
New York City time, on any record date through and including the related
Interest Payment Date, the Securities surrendered for conversion must be
accompanied by payment in next day funds of an amount equal to the Interest payment
which the registered holder on such record date is to receive, and such
Securityholder shall be entitled to receive the Interest payable on the
subsequent Interest Payment Date on the portion of Securities to be converted,
notwithstanding the conversion thereof prior to such Interest Payment Date. The
previous sentence shall not apply in the case of Securities called for
redemption on a redemption date between a record date and a related Interest
Payment Date and in the case of any Securities surrendered for conversion after
such Securities have been called for redemption 



 A-8
 









during an Extended
Interest Payment Period, in which event Interest with respect to such
Securities shall be payable to the extent provided in the Indenture. Except as
otherwise set forth above in this paragraph, in the case of any Security which
is converted, Interest (including Tax Original Issue Discount) which is payable
after the date of conversion of such Security shall not be payable, and the
Corporation shall not make nor be required to make any other payment,
adjustment or allowance with respect to accrued but unpaid Interest (including
Tax Original Issue Discount) on the Securities being converted, which shall be
deemed to be paid in full through delivery of the Common Stock (together with
the cash payment, if any, in lieu of fractional shares).


(d)           Subject to any right of the
Securityholder, the fair market value of the fixed number of shares of Common
Stock into which the Securities are convertible (together with the cash
payment, if any, in lieu of fractional shares) shall be treated as issued, to
the extent thereof, (i) first, in exchange for accrued and unpaid Interest
(including Tax Original Issue Discount) on such Securities at the time of such
conversion, and (ii) second, the balance, if any, of such fair market value of
such Common Stock (and any cash payment) shall be treated as issued in exchange
for the principal amount at maturity of the portion of Securities so converted.


(e)           No fractional shares of Common Stock
shall be issued as a result of conversion, but in lieu thereof, the Corporation
shall pay to the Conversion Agent a cash adjustment in the amount determined in
accordance with the provisions of Article XVII of the Indenture.


3.             Contingent
Interest.  Subject to the conditions
of the Indenture and this Security, the Corporation shall pay Contingent
Interest to the Holders during any Quarterly Period, with the initial Quarterly
Period commencing on October 16, 2012, if, but only if, the average of the
Security Market Prices of the Preferred Securities, or, following any
Dissolution Event, of the Securities for the ten Trading Days ending on the
third Trading Day immediately preceding the first day of the applicable
Quarterly Period equals 130% or more of the liquidation amount of $50.00 per
Preferred Security or $50.00 principal amount of Securities.  The amount of Contingent Interest payable per
$50.00 principal amount of Securities in respect of any Quarterly Period shall
equal the annual rate of 0.25% of the average of the Security Market Prices for
the ten Trading Day measuring period.


4.             Repurchase.
Upon the occurrence of a Change in Control, Holders shall have the right to
require the Corporation to repurchase all or any portion of their Securities
that is an integral multiple of $50.00 at a Repurchase Price equal to 100% of
the principal amount of the Securities to be repurchased plus accrued and
unpaid interest to the Repurchase Date. 
To exercise the Repurchase Right following a Change in Control, the Securityholder
shall be required to deliver an irrevocable Repurchase Notice and otherwise
comply with the applicable provisions of Article XIII of the Indenture.  In addition, a holder of Preferred Securities
may exercise its right under the Declaration to exchange such Preferred
Securities for Securities which shall be repurchased by the Corporation
following a Change in Control by delivering to the Exchange Agent an
irrevocable Notice of Repurchase Election and directing the Conversion Agent
(i) to exchange such Preferred Security for a portion of the Securities held by
the Trust (at an exchange rate of $50.00 principal amount of Securities for
each Preferred Security), and (ii) to immediately tender such Securities, on
behalf of such Securityholder, for repurchase pursuant to 



 A-9
 









Article XIII of the Indenture and, if such Preferred
Securities are in certificated form, surrendering such Preferred Securities,
duly endorsed or assigned to the Corporation or in blank.


5.             Acceleration.  In case an Event of Default, as defined in
the Indenture, shall have occurred and be continuing, the principal of all of
the Securities and all accrued and unpaid Interest (including Contingent
Interest) thereon may be declared, and upon such declaration shall become, due
and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.


6.             Modification
and Waiver.  The Indenture contains
provisions permitting the Corporation and the Debenture Trustee, with the
consent of the holders of a majority in aggregate principal amount of the
Securities at the time outstanding, as defined in the Indenture, to execute
supplemental indentures for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture or of
modifying in any manner the rights of the holders of the Securities; provided, however, that no such
supplemental indenture shall, without the consent of each holder of Securities
then outstanding and affected thereby, thereby (i) change the Maturity Date of
any Security, or reduce the principal amount of, or any installment of
principal of or Interest on the Securities; (ii) reduce the rate or extend the
time of payment of Interest (including Contingent Interest, if any); (iii)
change any of the provisions of Article XIV of the Indenture relating to
redemption; (iv) change the Conversion Rate except as provided in Section 17.03
and Section 17.04 of the Indenture with respect to adjustment of the Conversion
Rate, or otherwise change the right to convert the Securities in a manner that
would be adverse to Securityholders; (v) make the principal of, or Interest
(including Contingent Interest, if any) payment on, the Securities payable in
any coin or currency other than that provided in the Indenture; (vi) change any
obligation of the Corporation to maintain an office or agency in the places and
for the purposes required by the Indenture or change the place of payment where
the Securities or Interest payment thereon is payable; (vii) impair or affect the
right of any holder of Securities to institute suit for the payment of the
Securities as provided in the Indenture; (viii) reduce the percentage of the
principal amount of the Securities required to consent to modify or amend the
Indenture or for any waiver of compliance with provisions of the Indenture as
stated in the Indenture or for waiver of Defaults as stated in the Indenture;
(ix) make any change adverse to a Holder with respect to the subordination
provisions of Article XV of the Indenture; or (x) modify any of the foregoing
provisions; provided, however,
that if the Securities are held by the Trust, no such modification or amendment
referred to in clauses (i) through (x) shall be effective until the holders of
not less than a majority of the aggregate liquidation amount of the Trust
Securities shall have consented to such modification or amendment; and provided further, that where a consent
under the Indenture would require the consent of the Securityholders of more
than a majority of the principal amount of the Securities, such modification or
amendment shall not be effective until the holders of at least the same
proportion in aggregate stated liquidation amount of the Trust Securities shall
have consented to such modification or amendment. The Indenture also contains
provisions permitting the holders of a majority in aggregate principal amount
of the Securities at the time outstanding, on behalf of all of the holders of
the Securities, prior to any declaration accelerating the maturity of the Securities,
to waive any past Default or Event of Default and its consequences, except
(i) a Default in the payment of the principal of or Interest on any of the
Securities or (ii) a Default in respect of any covenant or provision under
which the Indenture cannot be modified or amended without the consent of each
holder of Securities then outstanding. Any such consent or waiver by 



 A-10
 









the holder of this Security (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such Holder and
upon all future holders and owners of this Security and of any Security issued
in exchange herefor or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Security.


7.             No
Impairment.  No reference herein to
the Indenture and no provision of this Security or of the Indenture shall alter
or impair the obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and Interest (including Contingent
Interest, if any) on this Security at the time and place and at the rate and in
the money herein prescribed.


8.             Extension
of Interest Payment Period.  So long
as the Corporation is not in Default in the payment of Interest on the
Securities, the Corporation shall have the right, at any time and from time to
time during the term of the Securities, to defer payments of Interest (other
than Contingent Interest) by extending the interest payment period of such
Securities for a period not exceeding 20 consecutive quarterly periods,
including the first such quarterly period during such extension period (an “Extended
Interest Payment Period”), during which Extended Interest Payment Period no
Interest (other than Contingent Interest) shall be due and payable; provided
that no Extended Interest Payment Period shall end on a date other than an
Interest Payment Date or extend beyond the Maturity Date or, with respect to
any Securities called for redemption, the Redemption Date with respect to such
Securities. At the end of any Extended Interest Payment Period, the Corporation
shall pay all Interest then accrued and unpaid (together with interest thereon
at the rate specified for the Securities to the extent that payment of such
interest is enforceable under applicable law). Before the termination of any
such Extended Interest Payment Period, the Corporation may further defer
payments of Interest (other than Contingent Interest) by further extending such
Extended Interest Payment Period, provided that such Extended Interest Payment
Period, together with all such previous and further extensions within such
Extended Interest Payment Period, (i) shall not exceed 20 consecutive quarterly
periods, including the first quarterly period during such Extended Interest Payment
Period, (ii) shall not end on any date other than an Interest Payment Date, and
(iii) shall not extend beyond the Maturity Date of the Securities or, with
respect to any Securities called for redemption, the Redemption Date with
respect to such Securities. Upon the termination of any such Extended Interest
Payment Period and the payment of all accrued and unpaid Interest and any
additional amounts then due, the Corporation may commence a new Extended
Interest Payment Period, subject to the foregoing requirements.  The payment of Contingent Interest may not,
under any circumstances, be subject to an Extended Interest Payment Period.


9.             Limitation
on Dividends.  The Corporation will
be precluded from engaging in the transaction set forth in Section 3.07 of the
Indenture, if at the time of such transaction (1) an event has occurred with
the giving of notice or the lapse of time, or both, would constitute an Event
of Default and the Corporation has not taken reasonable steps to cure the
event, (2) the Corporation shall be in default with respect to its payment
obligations under the Trust Securities Guarantee or (3) the Corporation 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.



 A-11
 









10.           Liquidation
of Trust.  Subject to the applicable
provisions of the Declaration, the Corporation will have the right at any time
to liquidate the Trust and cause the Securities to be distributed to the
holders of the Trust Securities in liquidation of the Trust.


11.           Denominations,
Transfer and Exchange. The Securities are issuable only in registered form
without coupons in minimum denominations of $50.00 and any integral multiple
thereof. As provided in the Indenture and subject to the transfer restrictions
limitations as may be contained herein and therein from time to time, this
Security is transferable by the holder hereof on the Security Register of the
Corporation, upon surrender of this Security for registration of transfer at
the office or agency of the Corporation accompanied by a written instrument or
instruments of transfer in form satisfactory to the Corporation or the
Debenture Trustee duly executed by the holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of authorized
denominations and for the same aggregate principal amount and series will be
issued to the designated transferee or transferees. No service charge will be
made for any such registration of transfer, but the Corporation may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in relation thereto.


12.           Persons
Deemed Owners.  Prior to due
presentment for registration of transfer of this Security, the Corporation, the
Debenture Trustee, any authenticating agent, any paying agent, any transfer
agent and the registrar may deem and treat the holder hereof as the absolute
owner hereof (whether or not this Security shall be overdue and notwithstanding
any notice of ownership or writing hereon made by anyone other than the
security registrar for the Securities) for the purpose of receiving payment of
or on account of the principal hereof and (subject to the Indenture) Interest
due hereon and for all other purposes, and neither the Corporation nor the
Debenture Trustee nor any authenticating agent nor any paying agent nor any
transfer agent nor any registrar shall be affected by any notice to the
contrary.


13.           No
Recourse Against Others.  No recourse
shall be had for the payment of the principal of or Interest on this Security,
or for any claim based hereon, or otherwise in respect hereof, or based on or
in respect of the Indenture, against any incorporator, stockholder, officer or
director, past, present or future, as such, of the Corporation or of any
predecessor or successor Person, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of
the consideration for the issuance hereof, expressly waived and released.


14.           Indenture;
Trust Indenture Act of 1939.  The
terms of this Security include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990, as in effect on the date
hereof or, from and after the date that the Indenture shall be qualified
thereunder, as in effect on such date. This Security is subject to all such
terms, and the holder of this Security is referred to the Indenture and said
Act for a statement of them. In the case of any conflict between the provisions
of this Security and the Indenture, the provisions of the Indenture shall
control. The Corporation will furnish to any Holder, upon written request and
without charge, a copy of the Indenture. Requests may be made to: Affiliated
Managers Group, Inc., 600 Hale Street, Prides Crossing, Massachusetts 01965,
Attention:  Chief Financial Officer.



 A-12
 









15.           Abbreviations
and Definitions.  Customary
abbreviations may be used in the name of a Holder or an assignee, such as: TEN
COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (=
Custodian) and U/G/M/A (= Uniform Gifts to Minors Act). All terms used in this
Security that are defined in the Indenture shall have the meanings assigned to
them in the Indenture.


16.           Governing
Law.  THE INDENTURE AND THE SECURITIES
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.



 A-13
 









CONVERSION REQUEST


To: Affiliated
Managers Group, Inc.


The
undersigned owner of these Securities hereby irrevocably exercises the option
to convert these Securities, or the portion below designated, into Common Stock
(as such term is defined in the Indenture, dated October 17, 2007, between
Affiliated Managers Group, Inc. and LaSalle Bank National Association, as
Debenture Trustee (the “Indenture”)) in accordance with the terms of the
Indenture.


The
undersigned does also hereby direct that the shares issuable and deliverable
upon conversion, together with any check in payment for fractional shares, be
issued in the name of and delivered to the undersigned, unless a different name
has been indicated in the assignment below. If shares are to be issued in the
name of a person other than the undersigned, the undersigned will pay all
transfer taxes payable with respect thereto.


Any
holder, upon the exercise of its conversion rights in accordance with the terms
of the Indenture and the Securities, agrees to be bound by the terms of the
Registration Rights Agreement relating to the Common Stock issuable upon
conversion of the Securities and agrees to appoint the Conversion Agent for the
purpose of effecting the conversion of the Securities into shares of Common
Stock.


Date:                                                            Principal
Amount of Securities to be converted:


If a
name or names other than the undersigned, please indicate in the spaces below
the name or names in which the shares of Common Stock are to be issued, along
with the address or addresses of such person or persons.


 


 


(Sign exactly as
your name appears on the other side of this certificate) (for conversion of
definitive Securities only)


 


 


Please print or
Typewrite Name and Address, Including Zip Code, and Social Security or Other
Identifying Number.


 


 



 A-14
 









 


	
  Signature Guarantee:*

  	
   

  	
   

  



 


*              (Signature must be guaranteed by
an “eligible guarantor institution” that is, a bank, stockbroker, savings and
loan association or credit union meeting the requirements of the Registrar,
which requirements include membership or participation in the Securities
Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended).



 A-15
 









REPURCHASE NOTICE


TO:                            Affiliated
Managers Group, Inc.


The
undersigned registered owner of this Security hereby acknowledges receipt of a
notice from Affiliated Managers Group, Inc. (the “Corporation”) as to the
occurrence of a Change in Control with respect to the Corporation and requests
and instructs the Corporation to repay the entire principal amount of this
Security, or the portion thereof (which is $50.00 principal amount or an
integral multiple thereof) below designated, in accordance with the terms of
the Indenture referred to in this Security, together with interest (including
Contingent Interest and Liquidated Damages Amount, if any) accrued and unpaid
to, but excluding, such date, to the registered holder hereof, in cash as
specified in the Corporation’s notice.


	
  Dated:

  	
   

  	
   

  	
  Your Name:

  	
   

  	
   

  
	
   

  	
   

  	
  (Print your name
  exactly as it appears on the 

  
	
   

  	
   

  	
  face of this
  Security)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

  	
   

  	
  (Sign exactly as
  your name appears on 

  
	
   

  	
   

  	
  the face of this
  Security)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature
  Guarantee*:

  	
   

  	
   

  
								



 


 


Principal amount
to be converted (if less than all): $


 


 






*
Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).



 A-16
 









ASSIGNMENT


FOR
VALUE RECEIVED, the undersigned assigns and transfers $            
principal amount of this Security to:


 


 


 


(Insert assignee’s
social security or tax identification number)




 


 


 


(Insert address
and zip code of assignee)


 


and irrevocably appoints


 


 


                                                                                                                          
agent to transfer this Security on the books of the Corporation. The agent may
substitute another to act for him or her.


	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
				



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


	
  Signature Guarantee*:

  	
   

  	
   

  



 


*                                         (Signature
must be guaranteed by an “eligible guarantor institution” that is, a bank,
stockbroker, savings and loan association or credit union meeting the
requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended).



 A-17
 









CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR

REGISTRATION OF RESTRICTED SECURITIES


This
certificate relates to $                                  
principal amount of Securities held in (check applicable space)                           
book-entry or                           
definitive form by the undersigned.


(A)                              The
undersigned has requested the Debenture Trustee by written order to exchange or
register the transfer of Securities.


(B)                                The
undersigned confirms that such Securities are being (check one box below):


	
  (1)

  	
  o

  	
   

  	
  transferred to
  Affiliated Managers Group, Inc. or a Subsidiary thereof; or

  
	
   

  	
   

  	
   

  	
   

  
	
  (2)

  	
  o

  	
   

  	
  transferred
  pursuant to and in compliance with Rule 144A under the Securities Act of
  1933, as amended; or

  
	
   

  	
   

  	
   

  	
   

  
	
  (3)

  	
  o

  	
   

  	
  transferred
  pursuant to an available exemption from the registration requirements of the
  Securities Act of 1933, as amended; or

  
	
   

  	
   

  	
   

  	
   

  
	
  (4)

  	
  o

  	
   

  	
  transferred
  pursuant to an effective registration statement under the Securities Act of
  1933, as amended.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Unless the box
  below is checked, the undersigned confirms that such Securities are not being
  transferred to an “affiliate” of Affiliated Managers Group, Inc. as defined
  in Rule 144 under the Securities Act of 1933, as amended (an “Affiliate”):

  
	
   

  	
   

  	
   

  	
   

  
	
  (5)

  	
  o

  	
   

  	
  The transferee
  is an Affiliate of Affiliated Managers Group, Inc.

  



 


Unless
one of the boxes (1) through (4) in (B) above is checked, the Debenture Trustee
will refuse to register any of the Securities evidenced by this certificate in
the name of any person other than the registered Holder thereof; provided, however, that if box (3) is
checked, the Debenture Trustee may require, prior to registering any such
transfer of the Securities such legal opinions, certifications and other
information as the Debenture Trustee has reasonably requested to confirm that
such transfer is being made pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act of 1933, as
amended such as the exemption provided by Rule 144 under such Act.


	
  

  	
   

  
	
  Signature

  



 


Signature
Guarantee:*


*              (Signature must be guaranteed by
an “eligible guarantor institution” that is, a bank, stockbroker, savings and
loan association or credit union meeting the requirements of the Registrar,
which requirements include membership or participation in the Securities
Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be 



 A-18
 









determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.)



 A-19